Ardent Health, Inc.
For the period ended May 20, 2026. Filed Apr 8, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 20, 2026 · Filed Apr 8, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
| Filed by the Registrant | ☒ |
|---|---|
| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
Ardent Health, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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340 SEVEN SPRINGS WAY, SUITE 100
BRENTWOOD, TENNESSEE 37027
April 8, 2026
To Our Stockholders:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Ardent Health, Inc.,
to be held solely by remote communication via live webcast on Wednesday, May 20, 2026, at 9:00 a.m. (Central Time) by
visitingwww.virtualshareholdermeeting.com/ARDT2026. The matters to be acted upon at the Annual Meeting are more
fully described in the accompanying Proxy Statement and related materials.
In accordance with rules adopted by the Securities and Exchange Commission, we are mailing to many of our stockholders a
Notice of Internet Availability of Proxy Materials instead of a paper copy of the Proxy Statement and our 2025 Annual
Report to Stockholders. The Notice of Internet Availability of Proxy Materials contains instructions on how stockholders can
access our proxy materials over the internet as well as how stockholders can receive a paper copy of our proxy materials,
including the Proxy Statement, the 2025 Annual Report to Stockholders and a form of proxy card.
It is important that your shares be represented at the Annual Meeting. Whether or not you plan to attend the Annual
Meeting, please vote by proxy as soon as possible by following the instructions located in the Notice of Internet Availability
of Proxy Materials or in the Proxy Statement. Prior to the Annual Meeting, you will be able to vote atwww.proxyvote.com.
If you attend the Annual Meeting, you may withdraw your proxy and vote your shares personally.
We look forward to your attendance at the Annual Meeting.
Sincerely,
Mark Sotir
Chairman of the Board
YOUR VOTE IS IMPORTANT.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, AFTER REVIEWING THE PROXY MATERIALS, PLEASE
VOTE BY PHONE OR ONLINE FOLLOWING THE INSTRUCTIONS SET FORTH IN THE FOLLOWING PROXY MATERIALS OR, IF
YOU REQUESTED A PRINTED COPY, PLEASE COMPLETE, DATE, SIGN AND RETURN THE PROXY CARD.
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340 SEVEN SPRINGS WAY, SUITE 100
BRENTWOOD, TENNESSEE 37027
Notice of Annual Meeting of StockholdersTo Be Held May 20, 2026
To Our Stockholders:
The 2026 Annual Meeting of Stockholders (the "Annual Meeting") of Ardent Health, Inc. will be held solely by remote
communication via live webcast on Wednesday, May 20, 2026, at 9:00 a.m. (Central Time). You will be able to attend the
Annual Meeting by visitingwww.virtualshareholdermeeting.com/ARDT2026 and entering the 16-digit control number
included in our Notice of Internet Availability of the proxy materials, on your proxy card or in the instructions that
accompanied your proxy materials. Prior to the Annual Meeting, you will be able to vote atwww.proxyvote.com.
The Annual Meeting is being convened for the following purposes:
(1)To elect 11 nominees as directors;
(2)To approve, on a non-binding advisory basis, the compensation of our named executive officers;
(3)To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal
year ending December 31, 2026; and
(4)To transact any other business that properly comes before the Annual Meeting or any adjournments or
postponements thereof.
The matters to be acted upon at the Annual Meeting are more fully described in the Proxy Statement and related materials.
Please read the materials carefully.
The Board of Directors has fixed the close of business on March 26, 2026 as the record date for determining stockholders
entitled to notice of and to vote at the Annual Meeting or any adjournments or postponements thereof.
Dated: April 8, 2026 By order of the Board of Directors,
Mark Sotir
Chairman of the Board
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, AFTER REVIEWING THE PROXY MATERIALS, PLEASE
VOTE BY PHONE OR ONLINE FOLLOWING THE INSTRUCTIONS SET FORTH IN THE FOLLOWING PROXY MATERIALS OR, IF
YOU REQUESTED A PRINTED COPY, PLEASE COMPLETE, DATE, SIGN AND RETURN THE PROXY CARD.
iii
Table of Contents
| Proxy Statement | 1 |
|---|---|
| Information Concerning Solicitation and Voting | 1 |
| Proposal 1: Election of Directors | 3 |
| Corporate Governance | 10 |
| Proposal 2: Non-Binding Advisory Vote on Executive Compensation | 16 |
| Management | 17 |
| Security Ownership of Certain Beneficial Owners and Management | 18 |
| Compensation Discussion and Analysis | 20 |
| Compensation Committee Report | 31 |
| Executive Compensation | 32 |
| CEO Pay Ratio | 42 |
| Pay Versus Performance | 43 |
| Director Compensation | 46 |
| Equity Compensation Plans | 48 |
| Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm | 49 |
| Audit and Compliance Committee Report | 50 |
| Certain Relationships and Related Party Transactions | 51 |
| General Information | 56 |
| Reconciliation of Non-GAAP Measures | 58 |
NOTE TO READERS
Unless the context otherwise requires, all references in this Proxy Statement to "Ardent," "the Company," "we," "us" or
"our" mean Ardent Health, Inc. and its affiliates. Ardent Health, Inc. is a holding company that has affiliates that operate
acute care hospitals and other healthcare facilities and employ physicians. The term "affiliates" includes direct and indirect
subsidiaries of Ardent and partnerships and joint ventures in which such subsidiaries are equity owners.
FORWARD-LOOKING STATEMENTS
This Proxy Statement contains 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, 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. 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 discussed in our Annual Report on Form 10-K for the year ended December 31, 2025. 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. Stockholders 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.