Acadia Healthcare Company, Inc.
For the period ended Jun 30, 2026. Filed Jul 28, 2026.
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Jun 30, 2026 · Filed Jul 28, 2026
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Notes to Condensed Consolidated Financial Statements (Unaudited)
Notes to Condensed Consolid ated Financial Statements
June 30, 2026
Description of Business and Basis of Presentation
Description of Business
Unless the context otherwise requires, all references herein to “Acadia,” “the Company,” “we,” “us” or “our” mean Acadia Healthcare Company, Inc. and its consolidated subsidiaries. Acadia Healthcare Company, Inc. is a holding company whose direct and indirect subsidiaries own and operate acute inpatient psychiatric facilities, specialty treatment facilities, comprehensive treatment centers (“CTCs”), residential treatment centers and facilities providing outpatient behavioral healthcare services to serve the behavioral healthcare and recovery needs of communities throughout the United States (the “U.S.”) and Puerto Rico. At June 30, 2026, these subsidiaries operated 279 behavioral healthcare facilities with approximately 12,600 beds in 40 states and Puerto Rico. The terms “facilities,” “centers,” “clinics,” and “hospitals” refer to entities owned, operated, or managed by subsidiaries of Acadia Healthcare Company, Inc. References herein to “employees” refer to employees of subsidiaries of Acadia Healthcare Company, Inc.
Basis of Presentation
The business of the Company is conducted through limited liability companies, partnerships and C-corporations. The Company’s condensed consolidated financial statements include the accounts of the Company and all subsidiaries controlled by the Company through its direct or indirect ownership of majority interests and exclusive rights granted to the Company as the controlling member of an entity. All intercompany accounts and transactions have been eliminated in consolidation.
The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation of the Company’s financial position and results of operations have been included. The Company’s fiscal year ends on December 31 and interim results are not necessarily indicative of results for a full year or any other interim period. The condensed consolidated balance sheet at December 31, 2025 has been derived from the audited financial statements as of that date. The information contained in these condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the fiscal year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2026. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
Certain reclassifications have been made to the prior year to conform to the current year presentation.
Recently Issued Accounting Standards
In November 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):“Disaggregation of Income Statement Expenses” (“ASU 2024-03”). ASU 2024-03 requires disaggregated disclosure of certain income statement expenses. This guidance is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and must be applied prospectively. The Company is currently evaluating the impact of ASU 2024-03 on the Company’s condensed consolidated financial statements.
In July 2025, the FASB issued ASU 2025-05 Financial Instruments—Credit Losses (Topic 326): “Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025-05”). ASU 2025-05 allows entities to elect a practical expedient to assume the current conditions as of the balance sheet date remain unchanged for the remaining life of the asset in the development of a reasonable and supportable forecast for current accounts receivable and current contract assets arising from transactions accounted for under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. This guidance is effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those fiscal years, and must be adopted prospectively. The Company adopted ASU 2025-05 as of January 1, 2026 and such adoption didnot have a significant impact on the Company's condensed consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06 Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): “Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025-06”). ASU 2025-06 is intended to clarify and modernize the accounting for costs related to internal-use software. This guidance is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, and may be adopted using a prospective, retrospective, or modified transition approach. Early adoption is permitted and must be applied as of the beginning of the annual reporting period in which it is early adopted. The Company is currently evaluating the impact of ASU 2025-06 on the Company’s condensed consolidated financial statements.
In December 2025, the FASB issued ASU 2025-10 Government Grants (Topic 832): “Accounting for Government Grants Received by Business Entities” (“ASU 2025-10”). ASU 2025-10 establishes guidance on the recognition, measurement, and presentation of government grants received by business entities. This guidance leverages the principles in the accounting framework for government assistance in International Accounting Standard 20, Accounting for Government Grants and Disclosure of Government Assistance, makes certain targeted improvements, and modifies certain of the existing disclosure requirements in ASC 832, Government Assistance. ASU 2025-10 is effective for fiscal years beginning after December 15, 2028, and interim reporting periods within those fiscal years, and may be adopted on a modified prospective basis, a modified retrospective basis, or a full retrospective basis. Early adoption is permitted in any period for which financial statements have not been issued. The Company is currently evaluating the impact of ASU 2025-10 on the Company’s condensed consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11 Interim Reporting (Topic 270): “Narrow-Scope Improvements” (“ASU 2025-11”). ASU 2025-11 clarifies the interim reporting requirements in GAAP by improving the navigability of Topic 270 and more clearly specifying what disclosures are required in an interim reporting period. This guidance is effective for interim reporting periods in fiscal years beginning after December 15, 2027, and may be adopted on a prospective or retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-11 on the Company’s condensed consolidated financial statements.
In December 2025, the FASB issued ASU 2025-12 Codification Improvements(“ASU 2025-12”). ASU 2025-12 provides for technical corrections, clarifications and other minor improvements to a variety of topics. This guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods and may be adopted on a prospective or retrospective basis on an issue-by-issue basis. Early adoption is permitted on an issue-by-issue basis. The Company is currently evaluating the impact of ASU 2025-12 on the Company’s condensed consolidated financial statements.
Revenue
Revenue is primarily derived from services rendered to patients for inpatient psychiatric and substance abuse care, outpatient psychiatric care and residential treatment. The services provided by the Company have no fixed duration and can be terminated by the patient or the facility at any time, and therefore, each treatment is its own stand-alone contract.
Services ordered by a healthcare provider in an episode of care are not separately identifiable and therefore have been combined into a single performance obligation for each contract. The Company recognizes revenue as its performance obligations are completed. The performance obligation is satisfied over time as the customer simultaneously receives and consumes the benefits of the healthcare services provided. For inpatient services, the Company recognizes revenue equally over the patient stay on a daily basis. For outpatient services, the Company recognizes revenue equally over the number of treatments provided in a single episode of care. Typically, patients and third-party payors are billed within several days of the service being performed or the patient being discharged, and payments are due based on contract terms.
As the Company’s performance obligations relate to contracts with a duration of one year or less, the Company elected the optional exemption in ASC 606-10-50-14(a). Therefore, the Company is not required to disclose the transaction price for the remaining performance obligations at the end of the reporting period or when the Company expects to recognize the revenue. The Company has minimal unsatisfied performance obligations at the end of the reporting period as its patients typically are under no obligation to remain admitted in the Company’s facilities.
The Company disaggregates revenue from contracts with customers by service type and by payor.
The Company’s facilities and services provided by the facilities can generally be classified into the following categories: acute inpatient psychiatric facilities; specialty treatment facilities; CTCs; and residential treatment centers.
Acute inpatient psychiatric facilities. Acute inpatient psychiatric facilities provide a high level of care in order to stabilize patients that are either a threat to themselves or to others. The acute setting provides 24-hour observation, daily intervention and monitoring by psychiatrists.
Specialty treatment facilities. Specialty treatment facilities include residential recovery facilities. The Company provides a comprehensive continuum of care for adults with addictive disorders and co-occurring mental disorders. Inpatient, including detoxification and rehabilitation, partial hospitalization and outpatient treatment programs give patients access to the least restrictive level of care.
Comprehensive treatment centers. CTCs specialize in providing medication-assisted treatment in an outpatient setting to
individuals addicted to opioids such as opioid analgesics (prescription pain medications).
Residential treatment centers. Residential treatment centers treat patients with behavioral disorders in a non-hospital setting. The facilities balance therapy activities with social, academic and other activities.
The table below presents total revenue attributed to each category (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Acute inpatient psychiatric facilities | $494,570 | $495,401 | $965,223 | $907,633 |
| Specialty treatment facilities | 133,515 | 145,755 | 261,631 | 282,729 |
| Comprehensive treatment centers | 141,180 | 141,522 | 281,592 | 278,507 |
| Residential treatment centers | 96,574 | 86,554 | 186,195 | 170,868 |
| Revenue | $865,839 | $869,232 | $1,694,641 | $1,639,737 |
The Company receives payments from the following sources for services rendered in its facilities: (i) state governments under their respective Medicaid and other programs; (ii) commercial insurers; (iii) the federal government under the Medicare program administered by the Centers for Medicare and Medicaid Services (“CMS”) and other programs; and (iv) individual patients and clients. The recognition of revenue under certain state government programs can depend on the timing of the programs’ approval by regulatory authorities. Based on the timing of approval of two such programs, during the three and six months ended June 30, 2026, the Company recognized $22.3 million and $34.0 million, respectively, of revenue which related to services rendered in the year ended December 31, 2025. Based on the timing of approval of one such program in 2025, during the three months ended June 30, 2025, the Company recognized $65.6 million of revenue, $34.4 million of which related to services rendered in the year ended December 31, 2024 and $14.3 million of which related to services rendered in the three months ended March 31, 2025.
The Company determines the transaction price based on established billing rates reduced by contractual adjustments provided to third-party payors, discounts provided to uninsured patients and implicit price concessions. Contractual adjustments and discounts are based on contractual agreements, discount policies and historical experience. Implicit price concessions are based on historical collection experience. Most of the Company’s facilities have contracts containing variable consideration. However, it is unlikely a significant reversal of revenue will occur when the uncertainty is resolved, and therefore, the Company has included the variable consideration in the estimated transaction price. Subsequent changes resulting from a patient’s ability to pay are recorded as bad debt expense, which is included as a component of other operating expenses in the condensed consolidated statements of income. Bad debt expense for the three and six months ended June 30, 2026 and 2025 was not significant.
The table below presents the Company’s revenue by payor type and as a percentage of revenue (dollars in thousands) and includes an immaterial revision of amounts for the three months ended June 30, 2025, and the six months ended June 30, 2026 and 2025, to correct the classification of certain revenue among payors.
| Three Months Ended June 30, · Six Months Ended June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |||||
| Amount | % | Amount | % | Amount | % | Amount | % | |
| Commercial | $185,797 | 21.5% | $204,135 | 23.5% | $366,653 | 21.6% | $393,810 | 24.0% |
| Medicare | 122,286 | 14.1% | 118,904 | 13.7% | 237,981 | 14.0% | 233,445 | 14.2% |
| Medicaid | 540,225 | 62.4% | 521,382 | 60.0% | 1,048,650 | 61.9% | 955,695 | 58.3% |
| Self-Pay | 9,507 | 1.1% | 13,174 | 1.5% | 24,754 | 1.5% | 31,131 | 1.9% |
| Other | 8,024 | 0.9% | 11,637 | 1.3% | 16,603 | 1.0% | 25,656 | 1.6% |
| Revenue | $865,839 | 100.0% | $869,232 | 100.0% | $1,694,641 | 100.0% | $1,639,737 | 100.0% |
- Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share for thethree and six months ended June 30, 2026 and 2025 (in thousands, except per share amounts):
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Numerator: | ||||
| Net income attributable to Acadia Healthcare Company, Inc. | $10,928 | $30,127 | $15,033 | $38,501 |
| Denominator: | ||||
| Weighted average shares outstanding for basic earnings per share | 90,817 | 90,328 | 90,675 | 90,987 |
| Effects of dilutive instruments | 557 | 107 | 530 | 413 |
| Shares used in computing diluted earnings per common share | 91,374 | 90,435 | 91,205 | 91,400 |
| Earnings per share attributable to Acadia Healthcare Company, Inc. stockholders: | ||||
| Basic | $0.12 | $0.33 | $0.17 | $0.42 |
| Diluted | $0.12 | $0.33 | $0.16 | $0.42 |
Approximately 2.0 million and 2.2 million shares of restricted stock and shares of common stock issuable upon exercise of certain outstanding stock option awards were excluded from the calculation of diluted earnings per share for thethree months ended June 30, 2026 and 2025, respectively, because their effect would have been anti-dilutive. Approximately 3.1 million and 1.3 million shares of restricted stock and shares of common stock issuable upon exercise of certain outstanding stock option awards were excluded from the calculation of diluted earnings per share for the six months ended June 30, 2026 and 2025, respectively, because their effect would have been anti-dilutive.
Other Current Assets
Other current assets consisted of the following (in thousands):
| June 30, 2026 | December 31, 2025 | |
|---|---|---|
| Assets held for sale | $52,613 | $60,418 |
| Income taxes receivable | 49,554 | 41,886 |
| Prepaid expenses | 32,082 | 47,017 |
| Workers’ compensation deposits – current portion | 22,000 | 18,500 |
| Other receivables | 14,011 | 15,474 |
| Cost report receivable | 12,846 | 8,445 |
| Insurance receivable – current portion | 8,332 | 7,211 |
| Inventory | 6,263 | 5,686 |
| Securities litigation insurance receivable | — | 31,538 |
| Other | 5,546 | 4,118 |
| Other current assets | $203,247 | $240,293 |
Property and Equipment
Property and equipment consisted of the following (in thousands):
| June 30, 2026 | December 31, 2025 | |
|---|---|---|
| Land | $231,801 | $220,275 |
| Building and improvements | 3,145,739 | 2,873,101 |
| Equipment | 539,188 | 508,188 |
| Construction in progress | 267,007 | 515,380 |
| 4,183,735 | 4,116,944 | |
| Less: accumulated depreciation | (1,093,934) | (1,005,732) |
| Property and equipment, net | $3,089,801 | $3,111,212 |
During the three and six months ended June 30, 2026, the Company recorded a non-cash property impairment charge of $7.4 million, which is included in loss on impairment in the condensed consolidated statements of income. During the three and six months ended June 30, 2025, the Company recorded a non-cash property impairment charge of $0.6 million, which is included in loss on impairment in the condensed consolidated statements of income.
The Company has recorded assets held for sale within other current assets on the condensed consolidated balance sheets for closed properties actively marketed of $52.6 million and $60.4 million at June 30, 2026 and December 31, 2025, respectively.
Goodwill and Other Intangible Assets
Goodwill
The changes in goodwill during 2025 and 2026 are as follows (in thousands):
| Balance at January 1, 2025 | $2,264,851 |
|---|---|
| Increase from acquisitions | 27,691 |
| Decrease from impairment of goodwill | (996,200) |
| Balance at December 31, 2025 | 1,296,342 |
| Increase from acquisitions | 6,930 |
| Balance at June 30, 2026 | $1,303,272 |
Other Intangible Assets
Other identifiable intangible assets consisted of the following (in thousands):
| June 30, 2026 | December 31, 2025 | |
|---|---|---|
| Licenses and accreditations | $11,778 | $11,788 |
| Trade names | 58,227 | 54,726 |
| Certificates of need | 30,181 | 30,158 |
| Total | $100,186 | $96,672 |
All of the Company’s definite-lived intangible assets are fully amortized. The Company’s licenses and accreditations, trade names and certificates of need have indefinite lives and are, therefore, not subject to amortization.
Commitments and Contingencies
Professional and General Liability
The Company is subject to medical malpractice and other lawsuits due to the nature of the services the Company provides. A portion of the Company’s professional liability risks are insured through a wholly-owned insurance subsidiary providing coverage for up to $10.0 million per claim, $15.0 million for certain other claims and $25.0 million for certain batched claims through August 31, 2025 and $15.0 million per claim and $25.0 million for certain batched claims thereafter. The Company has obtained reinsurance coverage from a third-party to cover claims in excess of those limits. The reinsurance policy has a coverage limit of $80.0 million or $75.0 million in the aggregate for certain other claims through August 31, 2025 and $75.0 million in the aggregate for claims thereafter, with exclusions for certain types of incidents. The Company’s reinsurance receivables are recognized consistent with the related liabilities and include known claims and any incurred but not reported claims that are covered by current insurance policies in place.
The reserve for professional and general liability risks was estimated based on historical claims, prior settlements and judgments, industry trends, severity factors, and other actuarial assumptions. The estimated accrual for professional and general liabilities could be significantly affected should current and future occurrences differ from historical claim trends and expectations. While claims are monitored closely when estimating professional and general liability accruals, the complexity of the claims and wide range of potential outcomes often hampers timely adjustments to the assumptions used in these estimates. The Company recorded an unfavorable actuarial adjustment of $28.6 million to its estimated liability for self-insured professional and general liability claims during thethree and six months ended June 30, 2026, relating to the settlement or expected settlement of certain prior year claims. In particular, the unfavorable actuarial adjustment recorded during the three and six months ended June 30, 2026 was driven by higher expected settlement costs for claims related to the policy year ended August 31, 2025. The professional and general liability reserve was $224.7 million at June 30, 2026, of which $50.3 million was included in other accrued liabilities and $174.3 million was included in other long-term liabilities. The professional and general liability reserve was $181.8 million at December 31, 2025, of which $31.4 million was included in other accrued liabilities and $150.4 million was included in other long-term liabilities. The Company estimates receivables for the portion of professional and general liability reserves that are recoverable under the Company’s insurance policies. Such receivable was $33.3 million at June 30, 2026, of which $8.3 million was included in other current assets and $25.0 million was included in other assets, and such receivable was $28.8 million at December 31, 2025, of which $7.2 million was included in other current assets and $21.6 million was included in other assets.
Legal Proceedings
The Company is, from time to time, subject to various claims, lawsuits, governmental investigations and regulatory actions, including claims for damages for personal injuries, medical malpractice, overpayments, breach of contract, securities law violations, and tort and employment related claims. In these actions, plaintiffs request a variety of damages, including, in some instances, punitive and other types of damages that may not be covered by insurance. In addition, healthcare companies are subject to numerous investigations by various governmental agencies. Certain of the Company’s individual facilities have received, and from time to time, other facilities may receive, subpoenas, civil investigative demands, audit requests and other inquiries from, and may be subject to investigation by, federal and state agencies. These investigations can result in repayment obligations, and violations of the federal False Claims Act can result in substantial monetary penalties and fines, the imposition of a corporate integrity agreement and exclusion from participation in governmental health programs. In addition, the False Claims Act permits private parties to bring qui tam, or “whistleblower,” suits against companies that submit false claims for payments to, or improperly retain overpayments from, the government. Some states have adopted similar state whistleblower and false claims provisions.
Desert Hills
From October 2018 to August 2020, the Company, its subsidiary Youth and Family Centered Services of New Mexico, Inc. (“Desert Hills”), and FamilyWorks, a not-for-profit treatment foster care program to which Desert Hills provided management services, including day-to-day administration of the program, via a management services agreement, were among a number of defendants named in five lawsuits (collectively, the “Desert Hills Litigation”) filed in New Mexico State District Court (the “District Court”). These lawsuits each related to abuse by a foster parent, Clarence Garcia, that occurred in foster homes where FamilyWorks had placed children. In 2021, the Company finalized out-of-court settlements for two of the five cases for amounts covered under the Company’s professional liability insurance: Dorsey, as Guardian ad Litem of M.R. v. Clarence Garcia, et al. (the “M.R. case”), and Higgins, as Guardian ad Litem of J.H. v. Clarence Garcia, et al (the “J.H. case”). While the plaintiffs in those two cases had claims pending against FamilyWorks, and FamilyWorks had raised claims or potential claims against the Company, the parties in each of those cases finalized settlements that resolved all claims between FamilyWorks and the Company. The District Court approved the settlement in the J.H. case on June 10, 2024 and the settlement in the M.R. case on August 12, 2024.
On July 7, 2023, in connection with one of the lawsuits in the Desert Hills Litigation styled Inman v. Garcia, et al., Case No. D-117-CV-2019-00136 (the “Inman Litigation”), a jury awarded the plaintiff compensatory damages of $80.0 million and punitive damages of $405.0 million. This award far exceeded the Company’s reasonable expectation based on the previously resolved complaints and far exceeded any precedent for comparable cases.
On October 30, 2023, the Company and Desert Hills entered into settlement agreements in connection with the Inman Litigation, as well as two other related cases –Rael v. Garcia, et al., Case No. D-117-CV-2019-00135 and Endicott-Quinones v. Garcia, et al., Case No. D-117-CV-2019-00137 (together with the Inman Litigation, the “Cases”).
The settlement agreements for the Cases were approved by the District Court in December 2023 and fully resolve each of the Cases with no admission of liability or wrongdoing by either the Company or Desert Hills. On January 19, 2024, pursuant to the terms of the settlement agreements, the Company paid an aggregate amount of $400.0 million in exchange for the release and discharge of all claims arising from, relating to, concerning or with respect to all harm, injuries or damages asserted in the Cases or that may be asserted in the future by the plaintiffs in the Cases.
On January 30, 2024, a sixth lawsuit styled CNRAG, Inc. as Legal Guardian of A.C. v. Garcia et al., No. D-117-CV-2024-00045 was filed in the District Court alleging similar claims as the previous five lawsuits in the Desert Hills Litigation. The ward in this sixth lawsuit was referenced in prior criminal charges against Garcia in January 2019; however, prior to this lawsuit, neither the ward nor guardian made contact with the Company about a possible claim. The Company determined that a lawsuit from this plaintiff was unlikely because no claims had ever been asserted and the statute of limitations had expired. Plaintiff’s allegations assert certain claims, which, if true, may toll the statute of limitations. At this time, the Company is not able to reasonably estimate the amount or range of the ultimate liability, if any, in connection with this sixth lawsuit. No additional victims are referenced in the prior criminal charges against Garcia.
Securities Litigation
On April 1, 2019, a consolidated complaint was filed against the Company and certain former and current officers in the lawsuit styled St. Clair County Employees’ Retirement System v. Acadia Healthcare Company, Inc., et al., Case No. 3:19-cv-00988, which was pending in the United States District Court for the Middle District of Tennessee (the “2019 Securities Litigation”). The complaint is brought on behalf of a class consisting of all persons (other than defendants) who purchased securities of the Company between April 30, 2014, and November 15, 2018, and alleges that defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 promulgated thereunder. On September 30, 2022, the court entered an order certifying a class consisting of all persons who purchased or otherwise acquired the common stock of the Company between April 30, 2014, and November 15, 2018. On November 24, 2025, the parties entered into a stipulation of settlement of the matter pursuant to which defendants agreed to pay $179.0 million in exchange for a release of liability, $31.5 million of which was eligible for reimbursement under the Company’s insurance coverage, the receivable for which was included in other current assets on the condensed consolidated balance sheet as of December 31, 2025. The Company received the $31.5 million of insurance proceeds during thesix months ended June 30, 2026. On April 29, 2026, the court entered an order approving the settlement and dismissing the case with prejudice.
On July 10, 2025, a consolidated class action complaint was filed against the Company and certain former and current officers in the consolidated lawsuit styled Kachrodia v. Acadia Healthcare Company, Inc., et al., Case No. 3:24-cv-01238, which is pending in the United States District Court for the Middle District of Tennessee. The complaint is brought on behalf of a putative class consisting of all persons (other than defendants) who purchased or otherwise acquired publicly traded securities of the Company between February 8, 2020 and February 27, 2025. The complaint alleges that defendants violated Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder. Defendants filed a motion to dismiss the consolidated complaint on September 8, 2025. On July 24, 2026, the court issued an order denying the motion to dismiss. At this time, the Company is not able to reasonably estimate the amount or range of the ultimate liability, if any, in connection with this action.
Derivative Actions
On February 21, 2019, a purported stockholder filed a related derivative action on behalf of the Company against certain former and current officers and directors in the lawsuit styled Davydov v. Jacobs, et al., Case No. 3:19-cv-00167, which is pending in the United States District Court for the Middle District of Tennessee. The complaint alleges claims for violations of Section 10(b) and 14(a) of the Exchange Act, breach of fiduciary duty, waste of corporate assets, and unjust enrichment. On May 23, 2019, a purported stockholder filed a second related derivative action on behalf of the Company against certain former and current officers and directors in the lawsuit styled Beard v. Jacobs, et al., Case No. 3:19-cv-0441, which is pending the United States District Court for the Middle District of Tennessee. The complaint alleges claims for violations of Sections 10(b), 14(a), and 21D of the Exchange Act, breach of fiduciary duty, waste of corporate assets, unjust enrichment, and insider selling. On June 11, 2019, the Davydov and Beard actions were consolidated. On February 22, 2021, the court entered an order staying the case. On October 23, 2020, a purported stockholder filed a third related derivative action on behalf of the Company against former and current officers and directors in the lawsuit styled Pfenning v. Jacobs, et al., Case No. 2020-0915-NAC, which is pending in the Court of Chancery of the State of Delaware. The complaint alleges claims for breach of fiduciary duty. On February 17, 2021, the court entered an order staying the case. On February 24, 2021, a purported stockholder filed a fourth derivative action on behalf of the Company against former and current officers and directors in the lawsuit styled Solak v. Jacobs, et al., Case No. 2021-0163-NAC, which is pending in the Court of Chancery of the State of Delaware. The complaint alleges claims for breach of fiduciary duty, unjust enrichment, waste of corporate assets, and insider selling. The parties to these derivative cases have reached a settlement in principle of all of the cases. The settlement is subject to finalization in a stipulation of settlement, which is subject to both preliminary and final court approval proceedings. Based on the terms of the settlement in principle, the Company does not expect to incur a material loss.
On February 14, 2025, a purported stockholder filed a related derivative action on behalf of the Company against certain former and current officers and directors in the lawsuit styled Kachrodia v. Osteen, et al., Case No. 3:25-cv-00172, which is pending in the United States District Court for the Middle District of Tennessee. The complaint alleges claims for violations of Section 10(b) and 21D of the Exchange Act, breach of fiduciary duty, insider selling, unjust enrichment, and waste of corporate assets. Based on the nature of the action, the Company does not expect to incur a material loss.
Government Investigations
In September 2024, the Company received a grand jury subpoena from the United States District Court for the Western District of Missouri (the “W.D.Mo.”), issued by attorneys from the Criminal Division of the U.S. Department of Justice (the “DOJ Criminal Division”), related to the Company’s acute care service line and related admissions, length of stay and billing practices. In addition, Lakeland Hospital Acquisition, LLC, a subsidiary of the Company, also received a grand jury subpoena from the W.D.Mo. on the same day regarding similar subject matter. The Company had also received requests in September 2024 for information on similar subject matter from the United States Attorney’s Office for the Southern District of New York, which were withdrawn in the same month. The investigation is being led by attorneys from the DOJ Criminal Division. The DOJ Criminal Division withdrew its subpoenas in October 2024, then re-issued subpoenas regarding the same subject matter in December 2024. The DOJ Criminal Division is leading and coordinating the efforts from a number of federal agencies and departments investigating such issues, any of which might later make their own requests for information. The Company has also received subpoenas from the SEC requesting similar information as well as information relating to the CTC service line. The Company is currently conducting a comprehensive internal investigation using external advisors, but, at this time, no findings or conclusions have been made. The Company is fully cooperating with authorities, including active engagement with the DOJ Criminal Division and the SEC. At this time, the Company cannot speculate on whether the outcome of these investigations will have any impact on its business or operations and cannot reasonably estimate the amount or range of the ultimate liability, if any, in connection with these investigations.
Certain members of the United States Congress have requested, and such members or other members may in the future request, information from or about the Company related to, among other things, the Company’s admissions, length of stay, billing practices, and opioid treatment programs. The Company intends to cooperate with any such request. At this time, the Company cannot speculate on the outcome or duration of any such inquiries.
Sandoval Litigation
In October 2020, a civil action asserting wrongful death and negligence claims was filed against the Company in California state court following a patient death at a California subsidiary facility(Sandoval v. Acadia Healthcare Company, Inc., Marin County Super. Ct. No. CIV1802171) (the “Sandoval Litigation”). Following a jury trial, judgment was entered against the Company, and the Company subsequently appealed. In April 2026, the judgment was affirmed in substantial part. Thereafter, the Company entered into settlement negotiations and reached an agreement in principle to resolve all remaining claims for an aggregate payment of $15.0 million, with no admission of liability or wrongdoing by the Company, subject to the execution of definitive settlement documentation.
The Company maintains a primary insurance policy and an excess insurance policy applicable to the Sandoval Litigation, subject to applicable policy terms, limits, retentions, and exclusions, but the excess insurance policy for the relevant policy year was exhausted in its entirety by prior losses, leaving the portion of the loss in excess of the primary policy uninsured. The amount of the settlement in excess of the primary policy totals $13.8 million, which is included in legal settlements expense in the condensed consolidated statements of income for thesix months ended June 30, 2026. The Company has recorded amounts that management believes are appropriate for this matter, including an accrual reflecting the portion of the proposed settlement not expected to be recoverable under available insurance coverage.
Fashion Valley
On January 18, 2024, a complaint alleging employment-related claims was filed against San Diego Health Alliance, Inc. d/b/a Fashion Valley Comprehensive Treatment Center (“Fashion Valley”), an indirect subsidiary of the Company operating a comprehensive treatment center, in the lawsuit styled Michelle Giaquinta v. San Diego Health Alliance (Case No. 37-2024-00002653)in the Superior Court of San Diego County, California. The complaint was brought by a former employee of Fashion Valley who was terminated in October 2023 and alleged claims of retaliatory termination. Fashion Valley vehemently denied the allegations and asserted the plaintiff was terminated for legitimate reasons.
The case went to trial in late April 2026, and on May 12, 2026, a jury awarded the plaintiff compensatory damages of $35.0 million and punitive damages of $70.0 million. This award far exceeds any reasonable expectation based on precedent for comparable employment cases. The Company, which is not a party to the lawsuit, and Fashion Valley strongly disagree with the verdict and remain confident in Fashion Valley’s legal position based on the underlying facts of the case. Fashion Valley is evaluating all legal options and intends to vigorously challenge the verdict in post-trial motions and, if necessary, on appeal. The Company can make no assurances regarding the ultimate outcome of the case or whether the damages awarded by the jury will ultimately be reduced.
Other Accrued Liabilities
Other accrued liabilities consisted of the following (in thousands):
| June 30, 2026 | December 31, 2025 | |
|---|---|---|
| Insurance liability – current portion | $50,339 | $31,396 |
| Accrued expenses | 34,482 | 40,506 |
| Accrued interest | 29,694 | 29,943 |
| Accrued legal settlements | 24,603 | 3,032 |
| Accrued property taxes | 16,665 | 13,531 |
| Contract liabilities | 3,181 | 2,805 |
| Finance lease liabilities | 1,089 | 1,089 |
| Other | 11,488 | 14,253 |
| Other accrued liabilities | $171,541 | $136,555 |
Long-Term Debt
Long-term debt consisted of the following (in thousands):
| June 30, 2026 | December 31, 2025 | |
|---|---|---|
| Credit Facility: | ||
| Term Loan A | $625,625 | $637,813 |
| Revolving Line of Credit | 329,000 | 404,000 |
| 5.500% Senior Notes due 2028 | 450,000 | 450,000 |
| 5.000% Senior Notes due 2029 | 475,000 | 475,000 |
| 7.375% Senior Notes due 2033 | 550,000 | 550,000 |
| Less: unamortized debt issuance costs, discount and premium | (15,056) | (16,846) |
| 2,414,569 | 2,499,967 | |
| Less: current portion | (32,500) | (28,438) |
| Long-term debt | $2,382,069 | $2,471,529 |
Credit Facility
On February 28, 2025 (the “Credit Facility Closing Date”), the Company entered into a new credit agreement (the “Credit Agreement”), which provides for a $1.0 billion senior secured revolving credit facility (including a $50.0 million sublimit for the issuance of letters of credit and a $50.0 million swingline subfacility) (the “Revolving Facility”) and a $650.0 million senior secured term loan facility (the “Term Loan Facility,” and, together with the Revolving Facility, the “Credit Facility”), each maturing on February 28, 2030.
On the Credit Facility Closing Date, the full $650.0 million amount of the Term Loan Facility was funded, and $550.0 million was funded under the Revolving Facility, which amounts were used, among other things, to refinance the outstanding obligations under the Prior Credit Facility (as defined below).
Borrowings under the Credit Agreement bear interest at a floating rate equal to, at the Company’s option, either (i) a Secured Overnight Financing Rate (“SOFR”) -based rate plus a margin ranging from 1.375% to 2.250% or (ii) a base rate plus a margin ranging from 0.375% to 1.250%, in each case, depending on the Company’s Consolidated Total Net Leverage Ratio (as defined in the Credit Agreement). In addition, an unused fee that varies according to the Company’s Consolidated Total Net Leverage Ratio ranging from 0.200% to 0.350% is payable quarterly in arrears based on the average daily undrawn portion of the commitments in respect of the Revolving Facility. The Term Loan Facility requires quarterly principal repayments of $8.1 million through March 31, 2028, $12.2 million from June 30, 2028 to March 31, 2029 and $16.3 million from June 30, 2029 to December 31, 2029, with the remaining outstanding principal balance of the Term Loan Facility due on the maturity date of February 28, 2030.
The Company has the ability to increase the amount of the Credit Facility, which may take the form of increases to the Revolving Facility or the Term Loan Facility or the issuance of one or more incremental term loan facilities (collectively, the “Incremental Facilities”), upon obtaining additional commitments from new or existing lenders and the satisfaction of certain customary conditions precedent for such Incremental Facilities. Such Incremental Facilities may not exceed the sum of (i) the greater of $710.0 million and an amount equal to 100% of the LTM Consolidated EBITDA (as defined in the Credit Agreement) ofthe
Companyat the time of determination and (ii) additional amounts that would not cause the Company’s Consolidated Senior Secured Net Leverage Ratio (as defined in the Credit Agreement) to exceed 4.0 to 1.0.
Subject to certain exceptions, substantially all of the Company’s existing and subsequently acquired or organized direct and indirect wholly-owned U.S. subsidiaries are required to guarantee the repayment of the Company’s obligations under the Credit Agreement. The obligations of the Company and such guarantor subsidiaries are secured by a pledge of substantially all assets of the Company and such guarantor subsidiaries (excluding all real property and certain other customarily excluded assets).
The Credit Agreement contains customary representations and warranties and affirmative and negative covenants, including limitations on the ability of the Company and its subsidiaries to: (i) incur debt; (ii) permit additional liens; (iii) make investments and acquisitions; (iv) merge or consolidate with others; (v) dispose of assets; (vi) pay dividends and distributions; (vii) pay junior indebtedness; and (viii) enter into affiliate transactions, in each case, subject to customary exceptions. In addition, the Credit Agreement contains financial covenants requiring the Company to maintain, on a consolidated basis as of the last day of each quarterly period, a Consolidated Total Net Leverage Ratio of not more than 5.0 to 1.0 (which may be increased inconnection with a material acquisition to 5.5 to 1.0 for a four quarter period up to three times during the term of the Credit Agreement) and a Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) of at least 3.0 to 1.0. The Credit Agreement also includes events of default customary for facilities of this type and upon the occurrence of such events of default, among other things, all outstanding loans under the Credit Agreement may be accelerated, lenders commitments terminated, and/or the lenders may exercise collateral remedies. At June 30, 2026, the Company was in compliance with all financial covenants.
During the six months ended June 30, 2026, the Company borrowed $85.0 million on the Revolving Facility and repaid $160.0 million of the balance outstanding.
At June 30, 2026, the Company had $669.8 million of availability under the Revolving Facility and had standby letters of credit outstanding of $1.2 million related to security for multiple development projects.
Prior Credit Facility
On March 17, 2021, the Company entered into a credit agreement (as amended, the “Prior Credit Facility”), which provided for a $600.0 million senior secured revolving credit facility (the “Prior Revolving Facility”) and a senior secured term loan facility in an initial principal amount of $425.0 million, which amount was later increased by $350.0 million (as increased, the “Prior Term Loan Facility”), each of which was scheduled to mature on March 17, 2026. The Prior Revolving Facility further provided for a $20.0 million subfacility for the issuance of letters of credit.
During the six months ended June 30, 2025, the Company borrowed $115.0 million on the Prior Revolving Facility and repaid $485.0 million of the balance outstanding prior to February 28, 2025, when the Prior Credit Facility was refinanced in connection with entering into the Credit Facility.
On February 28, 2025, the Company refinanced the Prior Credit Facility by using the proceeds of the Credit Facility to repay the outstanding balances of the Prior Term Loan Facility and the Prior Revolving Facility, which totaled $670.9 million and $485.0 million, respectively. In connection therewith, the Company recorded a loss on extinguishment of $1.3 million, which is included in debt extinguishment costs in the condensed consolidated statements of income.
Senior Notes
5.500% Senior Notes due 2028
On June 24, 2020, the Company issued $450.0 million of 5.500% Senior Notes due 2028 (the “5.500% Senior Notes”). The 5.500% Senior Notes mature on July 1, 2028 and bear interest at a rate of 5.500% per annum, payable semi-annually in arrears on January 1 and July 1 of each year.
5.000% Senior Notes due 2029
On October 14, 2020, the Company issued $475.0 million of 5.000% Senior Notes due 2029 (the “5.000% Senior Notes”). The 5.000% Senior Notes mature on April 15, 2029 and bear interest at a rate of 5.000% per annum, payable semi-annually in arrears on April 15 and October 15 of each year.
7.375% Senior Notes due 2033
On March 10, 2025, the Company issued $550.0 million of 7.375% Senior Notes due 2033 (the “7.375% Senior Notes”). The 7.375% Senior Notes mature on March 15, 2033 and bear interest at a rate of 7.375% per annum, payable semi-annually in arrears on March 15 and September 15 of each year. The net proceeds from the issuance and sale of the 7.375% Senior Notes, together with cash on hand, were used to pay down $550.0 million of outstanding borrowings under the Revolving Facility.
The indentures governing the 5.500% Senior Notes, the 5.000% Senior Notes and the 7.375% Senior Notes (together, the “Senior Notes”) contain covenants that, among other things, limit the Company’s ability and the ability of its restricted subsidiaries to: (i) pay dividends, redeem stock or make other distributions or investments; (ii) incur additional debt or issue certain preferred stock; (iii) transfer or sell assets; (iv) engage in certain transactions with affiliates; (v) create restrictions on dividends or other payments by the restricted subsidiaries; (vi) merge, consolidate or sell substantially all of the Company’s assets; and (vii) create liens on assets.
The Senior Notes issued by the Company are guaranteed by each of the Company’s subsidiaries that guarantee the Company’s obligations under the Credit Agreement. The guarantees are full and unconditional and joint and several.
The Company may redeem the Senior Notes at its option, in whole or part, at the dates and amounts set forth in the applicable indentures.
Noncontrolling Interests
Noncontrolling interests in the condensed consolidated financial statements represent the portion of equity held by noncontrolling partners in the Company’s non-wholly owned subsidiaries. At June 30, 2026, the Company operated 19 facilities through non-wholly owned subsidiaries. The Company owns between approximately 65% and 90% of the equity interests of these entities and noncontrolling partners own the remaining equity interests. The initial value of the noncontrolling interests is based on the fair value of contributions. The Company consolidates the operations of each facility based on its status as primary beneficiary, as further discussed in Note 12 – Variable Interest Entities. The noncontrolling interests are reflected as redeemable noncontrolling interests on the accompanying condensed consolidated balance sheets based on put rights that could require the Company to purchase the noncontrolling interests upon the occurrence of a change in control.
The components of redeemable noncontrolling interests are as follows (in thousands):
| Balance at January 1, 2025 | $117,116 |
|---|---|
| Contributions from noncontrolling partners in joint ventures | 67,504 |
| Net income attributable to noncontrolling interests | 10,849 |
| Distributions to noncontrolling partners in joint ventures | (3,877) |
| Balance at December 31, 2025 | 191,592 |
| Contributions from noncontrolling partners in joint ventures | 22,035 |
| Net income attributable to noncontrolling interests | 1,691 |
| Distributions to noncontrolling partners in joint ventures | (2,593) |
| Balance at June 30, 2026 | $212,725 |
Variable Interest Entities
For legal entities where the Company has a financial relationship, the Company evaluates whether it has a variable interest and determines if the entity is considered a variable interest entity (“VIE”). If the Company concludes an entity is a VIE and the Company is the primary beneficiary, the entity is consolidated. The primary beneficiary analysis is a qualitative analysis based on power and benefits. A reporting entity has a controlling financial interest in a VIE and must consolidate the VIE if it has both power and benefits. It must have the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE.
At June 30, 2026, the Company operated 19 facilities through non-wholly owned subsidiaries. The Company owns between approximately 65% and 90% of the equity interests of these entities, and noncontrolling partners own the remaining equity interests. The Company manages each of these facilities, is responsible for the day to day operations and, therefore, has the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or receive benefits from the VIE that could potentially be significant to the VIE. These activities include, but are not limited to, behavioral healthcare services, human resource and employment-related decisions, marketing and finance. The terms of the agreements governing each of the Company’s VIEs prohibit the Company from using the assets of each VIE to satisfy the obligations of other entities. Consolidated assets at June 30, 2026 and December 31, 2025 include total assets of variable interest entities of $1,413.9 million and $1,344.8 million, respectively, which cannot be used to settle the obligations of other entities. Consolidated liabilities at June 30, 2026 and December 31, 2025 include total liabilities of variable interest entities of $58.2 million and $49.6 million, respectively.
The consolidated VIE assets and liabilities in the Company’s condensed consolidated balance sheets are shown below (in thousands):
| June 30, 2026 | December 31, 2025 | |
|---|---|---|
| Cash and cash equivalents | $155,715 | $134,789 |
| Accounts receivable, net | 60,192 | 54,810 |
| Other current assets | 21,869 | 25,106 |
| Total current assets | 237,776 | 214,705 |
| Property and equipment, net | 1,047,717 | 1,011,578 |
| Goodwill | 68,197 | 61,267 |
| Intangible assets, net | 48,818 | 45,318 |
| Operating lease right-of-use assets | 11,431 | 11,934 |
| Total assets | $1,413,939 | $1,344,802 |
| Accounts payable | $13,083 | $11,798 |
| Accrued salaries and benefits | 17,994 | 17,562 |
| Current portion of operating lease liabilities | 784 | 696 |
| Other accrued liabilities | 17,606 | 10,541 |
| Total current liabilities | 49,467 | 40,597 |
| Operating lease liabilities | 8,694 | 9,044 |
| Total liabilities | $58,161 | $49,641 |
Equity-Based Compensation
Equity Incentive Plans
The Company issues stock-based awards, including stock options, restricted stock awards and performance stock units, to certain officers, employees and non-employee directors under the Acadia Healthcare Company, Inc. Amended and Restated Incentive Compensation Plan (the “Equity Incentive Plan”). At June 30, 2026, a maximum of 18,175,000 shares of the Company’s common stock were authorized for issuance as stock options, restricted stock awards and performance stock units or other share-based compensation under the Equity Incentive Plan, of which 4,774,690 were available for future grant. Stock options may be granted for terms of up toten years. The Company recognizes expense on all share-based awards on a straight-line basis over the requisite service period of the entire award. Grants to employees generally vest in annual increments of 25% or 33% each year, commencing one year after the date of grant. The exercise prices of stock options are equal to the closing price of the Company’s common stock on the most recent trading date prior to the date of grant.
The Company recognized $11.0 million and $10.5 million in equity-based compensation expense for the three months ended June 30, 2026 and 2025, respectively, and $18.9 million and $19.2 million for the six months ended June 30, 2026 and 2025, respectively. Stock compensation expense for the three and six months ended June 30, 2026 and 2025 is impacted by forfeiture adjustments. Stock compensation expense for the six months ended June 30, 2025 is also impacted by performance stock unit adjustments based on actual performance compared to vesting targets. At June 30, 2026, there was $59.8 million of unrecognized compensation expense related to unvested options, restricted stock awards and performance stock units, which is expected to be recognized over the remaining weighted-average vesting period of 1.0 year.
The Company recognized a deferred income tax benefit of $2.9 million for both the three months ended June 30, 2026 and 2025, and $5.1 million and $5.2 million for the six months ended June 30, 2026 and 2025, respectively, related to equity-based compensation expense.
Stock Options
Stock option activity during 2025 and 2026 was as follows:
| NumberofOptions | WeightedAverageExercise Price | WeightedAverageRemainingContractualTerm (in years) | AggregateIntrinsicValue (in thousands) | |
|---|---|---|---|---|
| Options outstanding at January 1, 2025 | 695,021 | $57.45 | ||
| Options granted | — | — | ||
| Options exercised | — | — | ||
| Options cancelled | (185,610) | 55.00 | ||
| Options outstanding at December 31, 2025 | 509,411 | 58.34 | ||
| Options granted | 1,125,000 | 11.68 | ||
| Options exercised | — | — | ||
| Options cancelled | (42,605) | 63.21 | ||
| Options outstanding at June 30, 2026 | 1,591,806 | $25.23 | 8.28 | $20,120 |
| Options exercisable at June 30, 2026 | 672,467 | $39.34 | 6.71 | $4,501 |
On January 20, 2026, the Company granted a one-time option award to the Company’s Chief Executive Officer, Debra K. Osteen (the “CEO Award”). The CEO Award will vest in six tranches based on service and the achievement of market conditions, subject to continued employment through January 20, 2027. The various stock price metrics will be achieved when the 30-day volume weighted-average price equals or exceeds the respective price target on any day during the grantee’s employment or during the two years thereafter, subject to certain conditions.
The fair value of the CEO Award was determined using a Monte Carlo simulation. Equity-based compensation expense is recognized on a straight-line basis over the requisite one-year service period. The following table summarizes the grant-date fair value of the CEO Award and the assumptions used to develop the fair value estimates:
| Weighted average grant-date fair value of options granted under the CEO Award | $7.50 | |
|---|---|---|
| Strike price | $11.68 | |
| Expected volatility | 42.0% | |
| Dividend yield | 0.0% | |
| Expected life (in years) | 1.8 - 5.4 | |
| Risk free interest rate | 4.4% - 4.7% |
Since the CEO Award was granted in proximity to the disclosure of Ms. Osteen’s appointment as Chief Executive Officer, management exercised judgment to determine the current price input used in the valuation of the CEO Award, considering the impact of the disclosure of her appointment on the Company’s stock price. The Company’s estimate of expected volatility is based upon the volatility of its stock price over the term of the award. The Company’s expected dividend yield iszero, as the Company has not declared and does not currently intend to declare dividends in the foreseeable future. The expected life is an estimate of the number of years before the market price conditions are satisfied. The risk-free interest rate is the approximate yield per the U.S. constant maturity yield curve corresponding to the remaining term as of the date the market price conditions are satisfied.
Other Stock-Based Awards
Restricted stock awards activity during 2025 and 2026 was as follows:
| Number ofShares | WeightedAverageGrant-DateFair Value | |
|---|---|---|
| Unvested at January 1, 2025 | 1,145,418 | $71.31 |
| Granted | 1,556,470 | 26.86 |
| Cancelled | (482,196) | 46.15 |
| Vested | (457,275) | 68.13 |
| Unvested at December 31, 2025 | 1,762,417 | $39.76 |
| Granted | 1,393,679 | 25.01 |
| Cancelled | (416,530) | 31.23 |
| Vested | (524,416) | 46.51 |
| Unvested at June 30, 2026 | 2,215,150 | $30.49 |
Performance stock unit activity during 2025 and 2026 was as follows:
| Number ofUnits | WeightedAverageGrant-DateFair Value | |
|---|---|---|
| Unvested at January 1, 2025 | 291,518 | $71.47 |
| Granted | 228,923 | 22.81 |
| Performance adjustment | (57,710) | 70.33 |
| Cancelled | (146,303) | 47.61 |
| Vested | (66,676) | 73.96 |
| Unvested at December 31, 2025 | 249,752 | $40.44 |
| Granted | 96,309 | 27.20 |
| Performance adjustment | — | — |
| Cancelled | (186,026) | 28.11 |
| Vested | (56,425) | 69.61 |
| Unvested at June 30, 2026 | 103,610 | $34.39 |
Restricted stock awards are time-based vesting awards that vest over a period ofthree orfour years and are subject to continuing service of the employee or non-employee director over the ratable vesting periods. The fair values of the restricted stock awards were determined based on the closing price of the Company’s common stock on the trading date immediately prior to the grant date.
Performance stock units are granted to employees and are subject to Company performance compared to pre-established targets. In addition to Company performance, these performance-based stock units are generally subject to the continuing service of the employee during thethree-year period covered by the awards. The performance conditions for the performance stock units are based on the Company’s achievement of annually established targets for one- to three-year cumulative diluted earnings per share, adjusted earnings before interest, income taxes, depreciation and amortization, revenue and/or non-financial clinical excellence measurements. The number of shares issuable at the end of the applicable vesting period of performance stock units ranges from 0% to 200% of the targeted units based on the Company’s actual performance compared to the targets.
The fair values of performance stock units were determined based on the closing price of the Company’s common stock on the trading date immediately prior to the grant date for units subject to performance conditions.
Share Repurchase Program
On February 25, 2025, the Company’s board of directors authorized a share repurchase program (the “Share Repurchase Program”) pursuant to which the Company may, from time to time, acquire up to $300.0 millionof outstanding shares of its common stock, exclusive of any fees, commissions, or other expenses related to such repurchases. Repurchases made pursuant to the Share Repurchase Program will be made in accordance with applicable securities laws and may be made at management’s discretion from time to time in the open market, in privately negotiated transactions, or through block trades, derivatives transactions, or purchases made in accordance with Rule 10b-18 and Rule 10b5-1 of the Exchange Act. The Share Repurchase Program has no termination date andmay be modified, suspended or discontinued by the Company’s board of directors at any time. The authorization does not obligate the Company to repurchase any shares. During the three and six months ended June 30, 2026, there wereno repurchases under the Share Repurchase Program. During thethree and six months ended June 30, 2025, the Company repurchased 103,939 shares and 1,706,625 shares, respectively, of its common stock under the Share Repurchase Program that were each cancelled at the time of repurchase for a total of $3.2 million and $50.4 million, respectively. As of June 30, 2026, there was $250.0 million of authorization remaining under the Share Repurchase Program.
Transaction, Legal and Other Costs
Transaction, legal and other costs represent costs primarily related to legal, accounting, government investigation, termination, restructuring, management transition, acquisition and other similar costs. Transaction, legal and other costs comprised the following costs for thethree and six months ended June 30, 2026 and 2025 (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Government investigations | $7,471 | $53,526 | $19,893 | $84,538 |
| Termination and restructuring costs | 5,784 | 10,074 | 10,746 | 12,239 |
| Legal, accounting and other acquisition-related costs | 9,324 | 825 | 10,040 | (1,280) |
| Management transition costs | — | — | 3,913 | — |
| Total | $22,579 | $64,425 | $44,592 | $95,497 |
Government investigations include legal fees and settlement costs related to certain litigation, including the matters referenced in Note 8 – Commitments and Contingencies. Termination and restructuring costs include costs, net of gains, incurred related to workforce reductions, contract amendments, and the closure and disposition of certain facilities, including related lease terminations. Legal, accounting and other acquisition-related costs include costs incurred for the development of new facilities ($0.2 million and$0.4 million for the three months ended June 30, 2026 and 2025, respectively, and$0.3 million and$1.3 million for the six months ended June 30, 2026 and 2025, respectively); legal and settlement costs incurred related to certain litigation not included in government investigations ($9.1 million and$0.4 million for the three months ended June 30, 2026 and 2025, respectively, and$9.7 million and$(2.6) million for the six months ended June 30, 2026 and 2025, respectively). Management transition costs during the six months ended June 30, 2026, consist primarily of severance benefits incurred with the departure of the Company’s former Chief Executive Officer, Christopher H. Hunter.
Income Taxes
The provision for income taxes for the three months ended June 30, 2026 and 2025 reflects effective tax rates of 44.3% and 24.1%, respectively, and 49.3% and 26.0% for the six months ended June 30, 2026 and 2025, respectively. The increase in the effective tax rate for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was primarily attributable to an increase in nondeductible legal settlements and an increase in valuation allowances against certain state deferred tax assets in the current year.
As the Company continues to monitor the implications of potential tax legislation in each of its jurisdictions, the Company may adjust estimates and record additional amounts for tax assets and liabilities. Any adjustments to the Company’s tax assets and liabilities could materially impact the provision for income taxes and its effective tax rate in the periods in which they are made.
Fair Value Measurements
The carrying amounts reported for cash and cash equivalents, accounts receivable, other current assets, accounts payable and other current liabilities approximate fair value because of the short-term maturity of these instruments.
The carrying amounts and fair values of the Credit Facility and the Senior Notes at June 30, 2026 and December 31, 2025 were as follows (in thousands):
| Carrying Amount | Fair Value | |||
|---|---|---|---|---|
| June 30, 2026 | December 31, 2025 | June 30, 2026 | December 31, 2025 | |
| Credit Facility | $951,114 | $1,037,816 | $951,114 | $1,037,816 |
| 5.500% Senior Notes due 2028 | $447,876 | $447,382 | $444,607 | $443,400 |
| 5.000% Senior Notes due 2029 | $472,372 | $471,946 | $464,531 | $453,540 |
| 7.375% Senior Notes due 2033 | $543,207 | $542,823 | $559,069 | $545,537 |
The Credit Facility and the Senior Notes were categorized as Level 2 in the GAAP fair value hierarchy. Fair values were based on trading activity among the Company’s lenders and the average bid and ask price as determined using published rates.
Segments
The Company hasone reportable segment, behavioral healthcare services. The behavioral healthcare services segment provides inpatient and outpatient behavioral healthcare services. The Company derives revenue from 40 states and Puerto Rico and manages business activities on a consolidated basis. Revenue is primarily derived from services rendered to patients for inpatient psychiatric and substance abuse care, outpatient psychiatric care and adolescent residential treatment.
The Company’s Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer. The CODM assesses performance for the behavioral healthcare services segment and decides how to allocate resources based on earnings before interest, income taxes, depreciation and amortization (“EBITDA”). The CODM reviews expenses in a format consistent with the condensed consolidated statements of income. The measure of segment assets is reported on the balance sheet as total assets.
The CODM uses EBITDA to evaluate income generated from segment assets in deciding whether to reinvest assets into the behavioral healthcare services segment or into other parts of the entity, such as for acquisitions or debt reduction. EBITDA is used to monitor budget versus actual results. The CODM also uses EBITDA in competitive analysis by benchmarking to the Company’s competitors. The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing performance of the segment and in establishing management’s compensation. The Company does not have intra-entity sales or transfers.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.