Form 8-K Ardent Health, Inc. For: Sep 04

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September 4, 2026 4:16 PM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 4, 2026



ARDENT HEALTH, INC.
(Exact Name of Registrant as Specified in its Charter)


Delaware	001-42180	61-1764793
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

340 Seven Springs Way, Suite 100, Brentwood, Tennessee		37027
(Address of Principal Executive Offices)		(Zip Code)

	(615) 296-3000
(Registrant's Telephone Number, including Area Code)

	Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under

any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value per share	ARDT	New York Stock Exchange

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933

(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

This Current Report on Form 8-K (this “Current Report”) is being filed by Ardent Health, Inc. (the “Company”) to revise its

non-GAAP financial measures and related disclosures included in “Item 7. Management's Discussion and Analysis of

Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K for the year ended December

31, 2025 (the “2025 Form 10-K”) and to correspondingly revise and remove the previous adjustments to Adjusted EBITDA

and Adjusted EBITDAR within the 2025 Form 10-K related to the Company’s (i) change in accounting estimate related to

the collectability of accounts receivable and (ii) New Mexico professional liability accrual. The Adjusted EBITDA and

Adjusted EBITDAR presentation within the 2025 Form 10-K separately identified and disclosed in detail the amounts related

to the accounts receivable accounting estimate and New Mexico professional liability accrual in the footnotes to the

respective presentations, and such amounts are not themselves being revised. The Company is revising its prior period non-

GAAP Adjusted EBITDA and Adjusted EBITDAR presentations to remove $97.7 million in the aggregate related to these

two adjustments (both of which were limited to the third quarter of 2025). Although the Company believes the presentation of

Adjusted EBITDA and Adjusted EBITDAR was materially accurate and fairly presented within the 2025 Form 10-K, these

revisions are being made in connection with the Company's discussions with the staff of the Securities and Exchange

Commission's Division of Corporation Finance to no longer include these adjustments. After giving effect to the removal of

such non-GAAP adjustments, the Company’s Adjusted EBITDA for the year ended December 31, 2025 decreased from

$545.0 million (as previously presented) to $447.3 million, and the Company’s Adjusted EBITDAR for the year ended

December 31, 2025 decreased from $709.3 million (as previously presented) to $611.6 million. There are no revisions to

2023 or 2024 Adjusted EBITDA or Adjusted EBITDAR or to net income for all periods included in the 2025 Form 10-K.

Further, there is no impact to the Company's 2026 financial results, including Adjusted EBITDA or Adjusted EBITDAR. The

removal of these two adjustments has no impact on the Company’s GAAP consolidated financial statements, financial

condition, results of operations or cash flows, which remain unchanged.

The updated “Supplemental Non-GAAP Information,” “Supplemental Non-GAAP Performance Measure” and

“Supplemental Non-GAAP Valuation Measure” sections of “Item 7. Management's Discussion and Analysis of Financial

Condition and Results of Operations” of the 2025 Form 10-K, reflecting the revisions described above, are attached as

Exhibit 99.1 to this Current Report. All other information contained in the 2025 Form 10-K, including the other portions of

Item 7 thereof, remain unchanged and have not been updated or modified.

The Company's future periodic reports will reflect the revised presentation set forth herein, and the Company's next

applicable periodic report will include the additional enhanced disclosures as described below.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits:


Exhibit No.	Exhibit Description

99.1	Revised sections of 2025 Form 10-K:
	Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Supplemental Non-GAAP Information Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Supplemental Non-GAAP Performance Measure Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Supplemental Non-GAAP Valuation Measure

104	Cover Page Interactive Data File (embedded within the inline XBRL document)