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Ardent Health, Inc.

For the period ended Mar 31, 2026. Filed May 6, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 6, 2026

ARDT$17.30+8.8%Stored close · as of Nov 6, 2026

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Notes to Condensed Consolidated Financial Statements

March 31, 2026

(Unaudited)

  1. Description of the Business and Basis of Presentation

Reporting Entity

Ardent Health, Inc. was initially formed in Delaware in 2015 as Ardent Health Partners, LLC. On July 17, 2024, Ardent

Health Partners, LLC converted from a Delaware limited liability company into a Delaware corporationin connection with its

initial public offering and changed its name to Ardent Health Partners, Inc. On June 3, 2025, Ardent Health Partners, Inc.

changed its name to Ardent Health, Inc. Ardent Health, Inc. is a holding company that has affiliates that operate acute care

hospitals and other healthcare facilities and employ physicians. The terms "Ardent," the "Company," "we," "our" and "us," as

used in these notes to the unaudited condensed consolidated financial statements, refer to Ardent Health, Inc. and its affiliates

and on or prior to July 16, 2024, Ardent Health Partners, LLC and its affiliates, unless stated otherwise or indicated by

context. The term "affiliates" includes direct and indirect subsidiaries of Ardent and partnerships and joint ventures in which

such subsidiaries are equity owners. At March 31, 2026, the Company operated 30 acute care hospitals insix states, including

one managed hospital, two rehabilitation hospitals andtwo surgical hospitals.

Basis of Presentation

The financial statements include the unaudited condensed consolidated balance sheets, income statements, comprehensive

income statements, statements of cash flows and statements of changes in equity of the Company and its affiliates, which are

controlled by the Company through the Company's direct or indirect ownership of a majority equity interest and rights

granted to the Company through certain variable interests. All intercompany balances and transactions have been eliminated

in consolidation. In the opinion of management, all adjustments, which consist of normal recurring adjustments, and

disclosures considered necessary for a fair presentation have been included.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S.

generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q

and Rule 10-01 of Regulation S-X. Certain information and disclosures normally included in annual financial statements

presented in accordance with GAAP have been omitted in these interim financial statements pursuant to rules and regulations

of the Securities and Exchange Commission ("SEC"). Accordingly, these unaudited condensed consolidated financial

statements and related notes should be read in conjunction with the Company's audited consolidated financial statements and

notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 (the"Annual

Report").

General and Administrative Costs

The majority of the Company's expenses are "cost of revenue" items. Costs that could be classified as general and

administrative by the Company include its corporate office costs and centralized corporate services, such as human resources,

information technology, and finance, which were$48.6 million and$34.9 million for thethree months ended March 31, 2026

  1. Summary of Significant Accounting Policies

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU")

2024-03, Disaggregation of Income Statement Expenses("ASU 2024-03"), which requires the disclosure of certain

disaggregated expenses within the notes to the financial statements. ASU 2024-03 is effective for annual periods beginning

after December 15, 2026, and interim reporting periods within fiscal years beginning after December 15, 2027. Adoption of

ASU 2024-03 can either be applied prospectively to consolidated financial statements issued for reporting periods after the

effective date of this standard or retrospectively to any or all prior periods presented in the consolidated financial statements.

Early adoption is also permitted. The Company is currently evaluating the standard to determine its impact on the Company’s

disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Topic 350):

Targeted Improvements to the Accounting for Internal-Use Software("ASU 2025-06"), which modernizes the current

internal-use software accounting guidance by removing all references to software project development stages. Under ASU

2025-06, an entity begins capitalizing software costs when (i) management has implicitly or explicitly authorized and

committed to funding a computer software project and (ii) it is probable the project will be completed and the software will

be used to perform the function intended (referred to as the"probable-to-complete recognition threshold"). This ASU is

effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting

periods, with early adoption permitted. The Company is currently evaluating the standard to determine its impact on the

Company's disclosures.

Variable Interest Entities

Variable interest entities ("VIEs") must be consolidated if an entity’s interest in the VIE is a controlling financial interest.

Under the variable interest model, a controlling financial interest is determined based on which entity, if any, has (i) the

power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the

obligation to absorb the losses, or the right to receive the benefits, from the VIE that could potentially be significant to the

VIE.

The Company performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company's

involvement with a VIE could cause the Company’s consolidation conclusion to change. The consolidation status of the VIEs

with which the Company is involved may change as a result of such reassessments. Changes in consolidation status are

applied prospectively.

The Company, through its wholly-owned subsidiaries, owns majority interests in certain limited liability companies

("LLCs"), with each LLC owning and operating one or more hospitals. The noncontrolling interest is typically owned by a

not-for-profit medical system, university, academic medical center or foundation or combination thereof (individually or

collectively referred to as "minority member"). The employees that work for the LLC and the related hospital(s) are

employees of the Company, and the Company manages the day-to-day operations of the LLC and the hospital(s) pursuant to

a management services agreement ("MSA").

The LLCs are VIEs due to their structure as LLCs and the control that resides with the Company through the MSA. The

Company consolidates each of these LLCs as it is considered the primary beneficiary due to the MSA providing the

Company the right to direct the day-to-day operating and capital activities of the LLC and the respective hospital(s) that most

significantly impact the LLC’s economic performance. Additionally, the Company would absorb a majority of the entity's

expected losses, receive a majority of the entity's expected residual returns, or both, as a result of its majority ownership,

contractual or other financial interests in the entity. The MSAs are subject to termination only by mutual agreement of the

Company and minority member, except in the case of gross negligence, fraud or bankruptcy of the Company, in which case

the minority member can force termination of the MSA.

All of the Company's VIEs meet the definition of a business, and the Company holds a majority of their issued voting equity

interests. Their assets are not required to be used only for the settlement of VIE obligations as the Company has the ability to

direct the use of the VIE assets through its joint venture and cash management agreements.

The governance rights of the minority members are restricted to those that protect their financial interests and do not preclude

consolidation of the LLCs. The rights of minority members generally are limited to such items as the right to approve the

issuance of new ownership interests, calls for additional cash contributions, the acquisition or divestiture of significant assets

and the incurrence of debt in excess of levels not expected to be incurred in the normal course of business.

As of March 31, 2026 and December 31, 2025, nine of the Company's hospitals were owned and operated through LLCs that

have been determined to be VIEs and were consolidated by the Company. Consolidated assets at March 31, 2026 and

December 31, 2025 included total assets of VIEs equal to$1.3 billion. The Company's VIEs do not have creditors that have

recourse to the Company. As the structure and nature of business are very similar for each of the LLCs, they are discussed

and presented herein on a combined basis.

The total liabilities of VIEs included in the Company's unaudited condensed consolidated balance sheets are shown below (in

thousands):

March 31, 2026December 31, 2025
Current liabilities:
Current installments of long-term debt$3,648$3,635
Accounts payable102,325102,482
Accrued salaries and benefits32,96036,900
Other accrued expenses and liabilities82,19467,419
Total current liabilities221,127210,436
Long-term debt, less current installments8,8129,734
Long-term operating lease liability98,273101,153
Long-term operating lease liability, related party9,2839,313
Self-insured liabilities677677
Other long-term liabilities3,6043,826
Total liabilities$341,776$335,139

Income from operations before income taxes attributable to VIEs was$62.9 million and$62.6 million for thethree months

ended March 31, 2026 and 2025, respectively.

Accounting Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments

that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. On

an ongoing basis, the Company evaluates its estimates. The Company bases its estimates on historical experience and on

various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for

making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual

results may differ from these estimates.

Revenue Recognition

Overview

The Company's revenue generally relates to contracts with patients in which its performance obligations are to provide

healthcare services to the patients. Revenue is recorded during the period the Company's obligations to provide healthcare

services are satisfied. Revenue for performance obligations satisfied over time is recognized based on charges incurred in

relation to total expected charges. The Company's performance obligations for inpatient services are generally satisfied over

periods that average approximately five days. The Company's performance obligations for outpatient services are generally

satisfied over a period of less thanone day. As the Company's performance obligations relate to contracts with a duration of

one year or less, the Company elected the optional exemption and, therefore, 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

revenue. Additionally, the Company is not required to adjust the consideration for the existence of a significant financing

component when the period between the transfer of the services and the payment for such services is one year or less.

Contractual Adjustments, Discounts and Cost Report Settlements

Contractual relationships with patients, in most cases, involve a third party payor (Medicare, Medicaid and managed care

health plans), and the transaction prices for services provided are dependent upon the terms provided by (Medicare and

Medicaid) or negotiated with (managed care health plans) the third party payors. The payment arrangements with third party

payors for the services provided to the related patients typically specify payments at amounts less than the Company's

standard charges.

The Company's revenue is based upon the estimated amounts the Company expects to be entitled to receive from patients and

third party payors. Estimates of contractual adjustments under managed care insurance plans are based upon the contractual

payment terms specified in the related contractual agreements and the historical collection experience of each payor. Revenue

related to uninsured patients and copayment and deductible amounts for patients who have healthcare coverage may have

discounts applied (uninsured discounts and other discounts). The Company also records estimated implicit price concessions

(based primarily on historical collection experience) related to uninsured accounts to record self-pay revenue at the estimated

amounts expected to be collected.

Medicare and Medicaid regulations and various managed care contracts, under which the discounts from the Company's

standard charges must be calculated, are complex and are subject to interpretation and adjustment. The Company estimates

contractual adjustments on a payor-specific basis based on its interpretation of the applicable regulations or contract terms

and the historical collection experience of each payor. However, the necessity of the services authorized and provided, and

resulting reimbursements, are often subject to interpretation. These interpretations may result in payments that differ from the

Company's estimates. Additionally, updated regulations and contract renegotiations occur frequently, necessitating continual

review and assessment of the estimates by management.

Due to the complexities involved in the classification and documentation of healthcare services under the laws and

regulations governing Medicare and Medicaid programs, the Company's estimates of revenue earned and related

reimbursement are often subject to interpretation that could result in payments that are different from its estimates. Final

determination of amounts earned under Medicare, Medicaid and other third party payor programs often occurs in subsequent

years because of audits by the programs, rights of appeal, and the application of technical provisions. Estimated

reimbursement amounts, which are recorded within net patient service revenue in the period in which the related services are

rendered, are adjusted in subsequent periods as determined (in relation to certain government programs, primarily Medicare,

this is generally referred to as the "cost report" filing and settlement process). Differences between original estimates and

subsequent revisions, including final settlements, are recorded as adjustments to net patient service revenue in the period in

which such revisions become known. These adjustments resulted inan increase to net patient service revenue of$7.5 million

and$8.9 million for thethree months ended March 31, 2026 and 2025, respectively.

At March 31, 2026 and December 31, 2025, the Company's settlements under reimbursement agreements with third party

payors were a net receivable of$0.7 million and a net payable of$7.8 million, respectively, of which a receivable of$23.2

million and$21.1 million, respectively, was included in other current assets and a payable of$22.5 million and$28.9 million,

respectively, was included in other accrued expenses and liabilities in the unaudited condensed consolidated balance sheets.

Final determination of amounts earned under prospective payment and other reimbursement activities is subject to review by

appropriate governmental authorities or their agents. In the opinion of the Company's management, adequate provision has

been made for any adjustments that may result from such reviews.

Subsequent adjustments that are determined to be the result of an adverse change in the patient's or the payor's ability to pay

are recognized as bad debt expense. Bad debt expense for thethree months ended March 31, 2026 and 2025 was not material

to the Company.

Currently, several states in which the Company operates utilize Medicaid supplemental payment programs for the purpose of

providing reimbursement to providers to offset a portion of the cost of providing care to Medicaid and indigent patients.

These programs, which are designed with input from and are subject to approval and periodic renewal by the Centers for

Medicare & Medicaid Services ("CMS"), are funded by a combination of state and federal resources, including, in certain

instances, fees or taxes levied on the providers. Under these supplemental programs, the Company recognizes revenue in the

period in which amounts are estimable and collection is reasonably assured such that a significant reversal of cumulative

revenue is not probable in the future. The Company recognizes supplemental program expenses in the period to which they

relate. Reimbursements under these programs are reflected in total revenue, and taxes or other program-related costs are

included in other operating expenses.

Payor Mix

The Company's total revenue is presented in the following table (dollars in thousands):

Three Months Ended March 31,
20262025
Amount% of Total RevenueAmount% of Total Revenue
Medicare$669,16841.8%$595,63739.8%
Medicaid158,8619.9%149,34310.0%
Other managed care684,56442.7%645,15243.1%
Self-pay and other71,4834.5%80,9795.4%
Net patient service revenue$1,584,07698.9%$1,471,11198.3%
Other revenue17,7941.1%26,1231.7%
Total revenue$1,601,870100.0%$1,497,234100.0%

Charity Care

The Company provides care without charge to certain patients who qualify under the local charity care policy of the hospital

where the patient receives services. The Company estimates that its costs of care provided under its charity care programs

approximated$7.8 million and$8.2 million for thethree months ended March 31, 2026 and 2025, respectively. The

Company does not report a charity care patient's charges in revenue as it is the Company's policy not to pursue collection of

amounts related to these patients, and therefore contracts with these patients do not exist.

The Company's management estimates its costs of care provided under its charity care programs utilizing a calculated ratio of

costs to gross charges multiplied by the Company's gross charity care charges provided. The Company's gross charity care

charges include only services provided to patients who are unable to pay and qualify under the Company's local charity care

policies. To the extent the Company receives reimbursement through the various governmental assistance programs in which

it participates to subsidize its care of indigent patients, the Company does not include these patients' charges in its cost of care

provided under its charity care program.

Market Risks

The Company's revenue is subject to potential regulatory and economic changes in certain states where the Company

generates significant revenue. The following is an analysis by state of revenue as a percentage of the Company's total revenue

for those states in which the Company generates significant revenue:

Three Months Ended March 31,
20262025
Oklahoma22.8%24.6%
New Mexico17.9%14.0%
Texas35.1%37.6%
New Jersey10.9%10.7%
Other13.3%13.1%
Total100.0%100.0%

Acquisitions

Acquisitions are accounted for using the acquisition method of accounting and the results of operations are included in the

unaudited condensed consolidated income statement from the respective dates of acquisition. The purchase price of these

transactions is allocated to the assets acquired and liabilities assumed based upon their respective fair values at the date of

acquisition and can be subject to change up to 12 months subsequent to the acquisition date due to settling amounts related to

purchased working capital and final determination of fair value estimates.

The Company is required to allocate the purchase price of acquired businesses to assets acquired and liabilities assumed and,

if applicable, noncontrolling interests based on their fair values. The Company records the excess of the purchase price

allocation over those fair values as goodwill.

Investments in Equity Securities

The Company holds an option to acquire equity securities of a privately held company (the “Investment”), and the Investment

does not have a readily determinable fair value. The Company has elected to account for the Investment using the

measurement alternative. Under the measurement alternative, an investment is recorded at cost, less impairment, if any, and

adjusted for observable price changes in orderly transactions involving identical or similar equity securities of the same

issuer. The Investment is not measured at fair value on a recurring basis.

During the three months ended March 31, 2026, the Company recorded an upward adjustment to the carrying value of the

Investment based on observable price changes in the form of equity financings of the privately held company. The adjustment

increased the carrying value of the Investment by$10.9 million, and the corresponding gain was recorded in other operating

expenses in the condensed consolidated income statement.

As of March 31, 2026, the carrying value of the Investment was$18.8 million, which was recorded in other assets in the

condensed consolidated balance sheet. The Company noted no observable price changes or transactions, nor did it recognize

any impairment charges, related to the Investment between the date of initial investment and December 31, 2025.

Fair Value of Financial Instruments

Cash and cash equivalents, accounts receivable, inventories, prepaid expenses, other current assets, accounts payable, accrued

salaries and benefits, accrued interest and other accrued expenses and current liabilities (other than those pertaining to lease

liabilities) are reflected in the accompanying unaudited condensed consolidated financial statements at amounts that

approximate fair value because of the short-term nature of these instruments. The fair value of the Company’s revolving

credit facility also approximates its carrying value as it bears interest at current market rates. Refer to Note 5, Interest Rate

Swap Agreements, for discussion of the fair value measurement of the Company’s derivative instruments.

The carrying amounts and fair values of the Company’s senior secured term loan facility and its 5.75% Senior Notes due

2029 (the"5.75% Senior Notes") were as follows (in thousands):

Carrying AmountFair Value
March 31, 2026December 31, 2025March 31, 2026December 31, 2025
Senior secured term loan facility$768,743$770,499$768,743$770,499
5.75% Senior Notes$299,708$299,686$296,711$295,191

The estimated fair values of the Company’s senior secured term loan facility and the 5.75% Senior Notes were based upon

quoted market prices at that date and are categorized as Level 2 within the fair value hierarchy.

Noncontrolling Interests

The financial statements include the financial position and results of operations of hospital and healthcare operations in which

the Company owned less than 100% of the equity interests, but maintained a controlling interest during the presented periods.

Earnings or losses attributable to the noncontrolling interests are presented separately in the consolidated income statements.

Holders of noncontrolling interests are considered to be equity holders in the consolidated company, pursuant to which

noncontrolling interests are classified as part of equity, unless the noncontrolling interests are redeemable. Certain redemptive

features associated with the noncontrolling interests for The University of Kansas Health System – St. Francis Campus ("St.

Francis") could require the Company to deliver cash if the redemptive features are exercised. These redemptive features could

be exercised upon, among other things, the Company’s exclusion or suspension from participation in any federal or state

government healthcare payor program. Therefore, the noncontrolling interests balance for St. Francis is classified outside the

permanent equity section of the Company’s unaudited condensed consolidated balance sheets.

The redeemable noncontrolling interests related to St. Francis at March 31, 2026 and December 31,2025 have not been

subsequently measured at fair value since the acquisition date in 2017. The noncontrolling interests are not currently

redeemable and it is not probable that the noncontrolling interests will become redeemable as the possibility of the Company

being excluded or suspended from participation in any federal or state government healthcare payor program is remote.

Earnings Per Share

Basic netincome per share is computed by dividing netincome available to common stockholders by the weighted-average

common shares outstanding during the period. Diluted netincome per share takes into account the potential dilution that

could occur if securities or other contracts to issue shares, such as unvested restricted stock units, were exercised and

converted into shares. Diluted netincome per share is computed by dividing netincome available to common stockholders by

the weighted-average common shares outstanding during the period, increased by the number of additional shares that would

have been outstanding if the potential shares had been issued and were dilutive.

  1. Related Party Transactions

Effective August 4, 2015, Ventas, Inc. ("Ventas"), through certain wholly-owned affiliates, acquired ownership of the

Company’s real estate in exchange for a$1.4 billion payment from Ventas and the Company’s agreement to lease the

acquired real estate back from Ventas (the “Ventas Master Lease”). The Ventas Master Lease is a 20-year master lease

agreement (with a renewal option for an additional 10 years) with certain subsidiaries of Ventas, pursuant to which the

Company currently leases 10 of the Company’s hospitals. The Ventas Master Lease includes an annual rent escalator equal to

the lesser of four times the Consumer Price Index or 2.5%. Variable lease payments are excluded from the Company’s

minimum rental payments used to determine the right-of-use assets and lease obligations and are recognized as expense when

incurred. The Ventas Master Lease includes a number of operating and financial restrictions on the Company. Management

believes the Company was in compliance with all financial covenants as of March 31, 2026.

The Company recorded rent expense related to the Ventas Master Lease and other lease agreements with Ventas for certain

medical office buildings of$38.7 million and$38.1 million for thethree months ended March 31, 2026 and 2025,

  1. Long-Term Debt and Financing Matters

The Company's long-term debt consists of the following (in thousands):

March 31, 2026December 31, 2025
Senior secured term loan facility$768,743$770,499
5.75% Senior Notes299,708299,686
Senior secured revolving credit facility——
Finance leases22,92824,536
Other debt29,79115,869
Deferred financing costs(10,770)(11,364)
Total debt1,110,4001,099,226
Less current maturities(37,635)(23,444)
Long-term debt, less current maturities$1,072,765$1,075,782
  1. Interest Rate Swap Agreements

Market risks relating to the Company's operations result primarily from changes in interest rates. The Company's exposure to

interest rate risk results from the entry into financial debt instruments that arose from transactions entered into during the

normal course of business. As part of an overall risk management program, the Company evaluates and manages exposure to

changes in interest rates on an ongoing basis. The Company has no intention of entering into financial derivative contracts,

other than to hedge a specific financial risk. To mitigate the Company's exposure to fluctuations in interest rates, the

Company uses pay-fixed interest rate swaps, generally designated as cash flow hedges of interest payments on floating rate

borrowings. Pay-fixed swaps effectively convert floating-rate borrowings to fixed-rate borrowings. Unrealized gains or losses

from the designated cash flow hedges and related tax effects are deferred in accumulated other comprehensive income

("AOCI") and recognized in earnings as the interest payments occur. Hedges and derivative financial instruments may

continue to be used in the future in order to manage interest rate exposure.

The Company has entered into interest rate swap agreements to manage its exposure to fluctuations in interest rates. The

valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow

analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives,

including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied

volatilities. The Company has determined the inputs used to value its derivatives fall within Level 2 of the fair value

hierarchy.

On October 8, 2021, the Company executed interest rate swap agreements (the"October 2021 Agreements") with Barclays

Bank PLC and Bank of America, N.A. as counterparties, with initial notional amounts totaling$529.0 million, effective

August 31, 2023 and expiring June 30, 2026. The notional amounts decline over time until expiration. Under the October

2021 Agreements, the Company was required to make monthly fixed rate payments at annual rates ranging from 1.53% to

1.55%, and the counterparties were required to make monthly floating rate payments to the Company based on one-month

LIBOR, each subject to a floor of 0.50%. Effective August 31, 2023, the Company amended the October 2021 Agreements to

adjust the fixed rates and replace the LIBOR floating interest rate options with Term SOFR floating rate options. Under the

amended October 2021 Agreements, the Company is required to make monthly fixed rate payments at annual rates ranging

from 1.47% to 1.48%, and the counterparties are required to make monthly floating rate payments to the Company based on

one-month Term SOFR, each subject to a floor of 0.39%. As of March 31, 2026, the notional amounts under the amended

October 2021 Agreements were$279.8 million.

On February 5, 2025, the Company executed new interest rate swap agreements (the "February 2025 Agreements") with

Truist Bank and Royal Bank of Canada, as counterparties, with an effective date of June 30, 2025 and expiring June 26, 2029.

As of the effective date, the notional amounts totaled$0.6 million, and will accrete up to$400.4 million by June 30, 2026,

when the amended October 2021 Agreements expire. Under the February 2025 Agreements, the Company is 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 the Company based on one-month Term SOFR, each subject to a floor of 0.50%. As of

March 31, 2026, the notional amounts under the February 2025 Agreements were$120.6 million.

The October 2021 Agreements and February 2025 Agreements are designated as cash flow hedges and recorded at fair value

on the Company’s unaudited condensed consolidated balance sheets with changes in fair value included in AOCI as a

component of equity and reclassified into interest expense in the same periods during which the hedge transactions affect

earnings.

The Company performs assessments of effectiveness for its cash flow hedges on a quarterly basis to confirm that the hedges

continue to meet the highly effective criteria required to continue applying cash flow hedge accounting. During thethree

months ended March 31, 2026 and the year ended December 31, 2025, these hedges were highly effective. Accordingly, no

unrealized gain or loss related to these hedges was reflected in the accompanying unaudited condensed consolidated income

statements, and the change in fair value was included in AOCI as a component of equity. Realized gains and losses during the

periods have been reclassified from AOCI to interest expense.

The following table presents the effects of derivatives in cash flow hedging relationships on the Company's AOCI and

earnings (in thousands):

Three Months Ended March 31,
Classification · 2026 · 2025
Unrealized income (loss) recognizedAOCI$3,043$(4,986)
Reclassification from AOCI into earningsInterest expense, net(1,468)(2,875)
Net change in AOCI$1,575$(7,861)

In the 12 months following March 31, 2026, the Company estimates that an additional$0.5 million will be reclassified asa

reduction to interest expense.

As of March 31, 2026 and December 31, 2025, the fair value of the Company’s interest rate swap agreements reflected anet

liability balance of$3.3 million and$4.9 million, respectively. The following table presents the fair value of the Company's

interest rate swap agreements as recorded in the unaudited condensed consolidated balance sheets (in thousands):

ClassificationMarch 31, 2026December 31, 2025
Assets:
Other current assets$1,524$2,891
Total interest rate swap assets1,5242,891
Liabilities:
Other accrued expenses and liabilities1,0141,750
Other long-term liabilities3,8186,024
Total interest rate swap liabilities4,8327,774
Fair value of interest rate swap agreements$(3,308)$(4,883)
  1. Income Taxes

The Company's income tax provision was an expense of$16.1 million, which equates to an effective tax rate of 21.6%, and

$15.2 million, which equates to an effective tax rate of 20.5%, for thethree months ended March 31, 2026 and 2025,

At March 31, 2026 and December 31,2025, the Company hadno accrual for unrecognized tax benefits.

As of March 31, 2026, the Company had no ongoing or pending federal examinations for prior years. The Company has

outstanding federal income tax refund claims for the 2016 and 2018 tax years. At March 31, 2026, the refund claims totaled

$10.0 million and were included in other current assets on the Company'sunaudited condensed consolidated balance sheet.

These refund claims are subject to ongoing Joint Committee on Taxation reviews, as well as a statute waiver through

December 31, 2026 that has been agreed to for the years 2016 through 2018. At March 31, 2026, interest income receivable

related to the refund claim totaled$2.2 million, which was included in other current assets. During thethree months ended

March 31, 2026, the Company accrued$0.1 million of interest income related to the refund claim, which was included in the

Company's income tax expense. The Company's tax years from 2021 through 2025 remain open to examination by federal

and state taxing authorities.

  1. Self-Insured Liabilities

The liabilities for professional, general, workers' compensation and occupational injury liability risks are based on actuarially

determined estimates. Liabilities for professional, general, workers' compensation and occupational injury liability risks

represent the estimated ultimate cost of all reported and unreported losses incurred through the respective balance sheet dates.

The Company provides an accrual for actuarially determined claims reported but not paid and estimates of claims incurred

but not reported.

Professional and General Liability

The total costs for professional and general liability losses are based on the Company's premiums and retention costs and

were$28.4 million and$17.0 million for thethree months ended March 31, 2026 and 2025, respectively.

Workers' Compensation and Occupational Injury Liability

The total costs for workers' compensation liability insurance are based on the Company's premiums and retention costs and

were$2.3 million for each of thethree months ended March 31, 2026 and 2025.

  1. Employee Benefit Plans

Defined Contribution Plan

The Company maintains defined contribution retirement plans that cover its eligible employees. The Company incurred total

costs related to the retirement plans of$15.5 million and$14.6 million for thethree months ended March 31, 2026 and 2025,

Employee Health Plan

The Company maintains a self-insured medical and dental plan for substantially all of its employees. The Company's reserve

for employee health costs includes amounts for reported claims, which are accrued upon occurrence, as well as a provision

for incurred but not reported claims, which are estimated based on an average lag time and experience. Accruals are based on

the estimated ultimate cost of settlement, including claim settlement expenses.

The total costs of employee health coverage were$42.2 million and$44.5 million for thethree months ended March 31, 2026

  1. Commitments and Contingencies

Litigation and Regulatory Matters

From time to time, claims and suits arise in the ordinary course of the Company's business. The Company has been, is

currently, and may in the future be subject to claims, lawsuits, qui tam actions, civil investigative demands, subpoenas,

investigations, audits and other inquiries related to its operations. In certain of these actions, plaintiffs request punitive or

other damages against the Company that may not be covered by insurance. These claims, lawsuits, and proceedings are in

various stages of adjudication or investigation and involve a wide variety of claims and potential outcomes. Depending on

whether the underlying conduct in these or future inquiries or investigations could be considered systemic, their resolution

could have a material adverse effect on the Company's results of operations, financial position or liquidity.

The Company records accruals for such contingencies to the extent that the Company concludes it is probable that a liability

has been incurred and the amount of the loss can be reasonably estimated. Apart from ongoing litigation associated with

unresolved professional liability claims as described above, management does not believe that the Company is party to any

proceeding that, either individually or in the aggregate, could have a material adverse effect on its business, financial

condition, results of operations or liquidity. However, in light of the inherent uncertainties involved, it is possible that the

settlement of these unresolved claims could have a material adverse impact on the Company’s future results of operations,

financial position, or liquidity.

Securities Litigation

On January 7, 2026, a purported stockholder filed a putative securities class action against the Company and certain current

officers in the lawsuit styled Postiwala v. Ardent Health, Inc., et al., Case No. 3:26-cv-00022, which is pending in the United

States District Court for the Middle District of Tennessee, Nashville Division. The complaint is brought on behalf of a

putative class consisting of all persons (other than defendants) who purchased Company securities between July 18, 2024 and

November 12, 2025, and alleges that defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934

(the “Exchange Act”) and Rule 10b-5 promulgated thereunder based on allegedly false and misleading statements and

omissions. Specifically, the complaint alleges that the Company incorrectly accounted for and reported on certain accounts

receivable and certain insurance reserves during 2024 and 2025 which caused its stock price to be inflated. The complaint

seeks unspecified monetary damages, recovery of fees and costs, and other relief that the court may find appropriate.

The Company intends to vigorously defend the claims made; however, currently no assessment can be made as to the likely

outcome. 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 case.

Derivative Action

On February 26, 2026, a stockholder derivative action styled Thompson v. Sotir, et al., Case No 3:26-cv-00219 was filed in

the United States District Court for Middle District of Tennessee, Nashville Division, against certain current officers and

directors. The Company is named as a nominal defendant only. The factual basis of the complaint is largely the same as in the

Postiwala case mentioned above but includes some additional allegations. The complaint alleges breaches of fiduciary duties,

gross mismanagement, waste of corporate assets, unjust enrichment, and violation of Section 14(a) of the Securities

Exchange Act of 1934. The complaint seeks unspecified monetary damages, restitution, the adoption of certain governance

reforms, recovery of fees and costs, and other relief that the court may find appropriate.

The Company intends to vigorously defend the claims made; however, currently no assessment can be made as to the likely

outcome. 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 case.

Cybersecurity Incident Litigation

In November 2023, the Company determined that a ransomware cybersecurity incident had impacted and disrupted a number

of the Company's operational and information technology systems (the "Cybersecurity Incident"). During this time, the

Company's hospitals remained operational and continued to deliver patient care utilizing established downtime procedures.

The Company immediately suspended user access to impacted information technology applications, executed cybersecurity

protection protocols, and took steps to restrict further unauthorized activity. Additionally, because of the time taken to contain

and remediate the Cybersecurity Incident, online electronic billing systems were not functioning at their full capacities and

certain billing, reimbursement and payment functions were delayed, which had an adverse impact on the Company's results

of operations and cash flows for 2023 and the first quarter of 2024.

As a result of the Cybersecurity Incident, three putative class actions were filed against the Company in the U.S. District

Court for the Middle District of Tennessee: Burke v. AHS Medical Holdings LLC, No. 3:23-cv-01308; Redd v. AHS Medical

Holdings, LLC, No. 3:23-cv-01342; and Epperson v. AHS Management Company, Inc., No. 3:24-cv-00396. These cases

were consolidated by the District Court on April 24, 2024, under the caption Hodge v. AHS Management Company, Inc., No.

3:23-cv-01308 (M.D. Tenn.). The complaint for the consolidated class action, filed on behalf of approximately 38,000

individuals who alleged their personal information and protected health information were affected by the Cybersecurity

Incident, generally asserted state common law claims of negligence, breach of implied contract, unjust enrichment, breach of

fiduciary duty, and invasion of privacy with respect to how the Company managed sensitive data. On October 4, 2024, the

Company executed a settlement agreement to resolve the consolidated class action litigation. On October 9, 2024, the District

Court preliminarily approved the settlement. Plaintiffs filed a Motion for Final Approval of the Settlement ("Motion for Final

Approval"), which the Company did not oppose. Following a hearing on the Motion for Final Approval that was conducted

on August 1, 2025, the Court ordered class counsel, the settlement administrator and the Company to implement the agreed

upon settlement of the consolidated case. Pursuant to the settlement, the Company made settlement payments, the total of

which did not have a material impact on the Company's results of operations, financial position or liquidity. Upon entry of the

Final Order, the clerk was ordered to close the case.

During thethree months ended March 31, 2025, the Company received$21.5 million of business insurance recovery

proceeds related to the Cybersecurity Incident, all of which was included in other non-operating gains on the Company's

condensed consolidated income statement. No business insurance recovery proceeds related to the Cybersecurity Incident

were received during the three months ended March 31, 2026.

Acquisitions

The Company has acquired, and plans to continue to acquire, businesses with prior operating histories. Acquired companies

may have unknown or contingent liabilities, including liabilities for failure to comply with healthcare laws and regulations,

such as billing and reimbursement, fraud and abuse and anti-kickback laws. The Company has from time to time identified

certain past practices of acquired companies that do not conform to its standards. Although the Company institutes policies

designed to conform such practices to its standards following completion of acquisitions, there can be no assurance that the

Company will not become liable for the past activities of these acquired facilities that may later be asserted to be improper by

private plaintiffs or government agencies. Although the Company generally seeks to obtain indemnification from prospective

sellers covering such matters, there can be no assurance that any such matter will be covered by indemnification or, if

covered, that such indemnification will be adequate to cover potential losses and fines.

  1. Segments

The Company hasone reportable segment, which is healthcare services. The healthcare services segment generates revenues

by delivering care to its customers, or patients, through its integrated network of hospitals, ambulatory facilities, and

physician practices. The Company's Chief Operating Decision Maker ("CODM") is its President and Chief Executive Officer,

who regularly reviews financial operating results on a consolidated basis for purposes of allocating resources and evaluating

financial performance. The Company's CODM manages the operations on a consolidated basis to make decisions about

overall Company resource allocation and to assess overall Company performance.

The CODM's assessment of segment performance and allocation of segment resources is based on consolidated net income

attributable to Ardent Health, Inc. The CODM uses this consolidated profitability measure to monitor budget versus actual

results, compare Company profitability period-over-period and make capital investment decisions.

The following table presents the composition of consolidated netincome attributable to Ardent Health, Inc. for the healthcare

services segment, including significant expenses that are regularly provided to and reviewed by the CODM (in thousands):

Three Months Ended March 31,
2026 · 2025
Total revenue$1,601,870$1,497,234
Less:
Employee salaries and benefits646,895632,843
Contract labor14,53624,809
Supplies268,553258,855
Medical professional fees122,525103,871
Contract services194,545176,986
Other segment items (1)314,966258,487
Net income attributable to Ardent Health, Inc.$39,850$41,383
(1)Other segment items included in net income attributable to Ardent Health, Inc. for each of the periods presented primarily consists of rent expense, interest expense, depreciation and amortization, income tax expense, other operating expenses, other non-operating gains and net income attributable to noncontrolling interests.

The measure of segment assets is reported on the unaudited condensed consolidated balance sheets as total assets. The

accounting policies for the segment are consistent with the consolidated accounting policies provided in Note 2.

As of March 31, 2026 and December 31, 2025, all of the Company's long-lived assets were located in the United States, and

for thethree months ended March 31, 2026 and 2025, all revenue was earned in the United States.

  1. Earnings Per Share

Basic netincome per share is computed by dividing netincome attributable to common stockholders by the weighted-average

number of common shares outstanding. Diluted netincome per share is computed by dividing netincome attributable to

common stockholders by the weighted-average number of common shares outstanding plus the dilutive effect of outstanding

securities, and such dilutive effect is computed using the treasury stock method.

The following table sets forth the computation of basic and diluted netincome per share (in thousands, except share and per

share amounts):

Three Months Ended March 31,
20262025
Basic:
Net income attributable to common stockholders$39,850$41,383
Weighted-average number of common shares141,266,013140,062,284
Net income per common share$0.28$0.30
Diluted:
Net income attributable to common stockholders$39,850$41,383
Weighted-average number of common shares141,775,040140,704,075
Net income per common share$0.28$0.29

The following table sets forth the components of the denominator for the computation of basic and diluted netincome per

share for netincome attributable to Ardent Health, Inc. stockholders:

Three Months Ended March 31,
2026 · 2025
Weighted-average number of common shares - basic141,266,013140,062,284
Effect of dilutive securities(1)509,027641,791
Weighted-average number of common shares - diluted141,775,040140,704,075
(1)The effect of dilutive securities does not reflect weighted-average potential common shares from restricted stock and restricted stock units of 3,982,055 and 432,792 for the three months ended March 31, 2026 and 2025, respectively, because their effect was antidilutive as calculated under the treasury stock method.
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