Ardent Health Q3 earnings rebound to $44.5M profit

The planned Kansas sale carries a $58.4 million price for Ardent’s 70.5% interest and is expected to close in the fourth quarter of 2026.

Available on EDGAR 11/05/2026 - 04:17 PM EST Accepted by SEC EDGAR 11/05/2026 - 04:17 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Ardent Health, Inc. (ARDT) reported third-quarter revenue of $1,624.9 million, compared with $1,576.7 million a year earlier. Net income attributable to Ardent was $44.5 million, versus a $23.5 million loss; diluted earnings per share were $0.31, versus a loss of $0.17. For the first nine months, attributable net income was $101.3 million, compared with $90.9 million, while operating cash flow was $258.4 million versus $247.1 million.

Medicaid supplemental-payment revenue was $156.9 million in the quarter, compared with $186.5 million a year earlier. Ardent agreed to sell its 70.5% interest in The University of Kansas Health System – St. Francis Campus to the University of Kansas Hospital Authority for $58.4 million; closing is expected in the fourth quarter of 2026, subject to customary closing conditions.

A professional-liability settlement requires $40.0 million to be paid to plaintiffs before the end of 2026. Ardent recorded a $34.0 million current receivable for amounts it expects to recover under insurance policies; management said timing and ultimate recovery depend in part on resolution of disputes with carriers. The company expects the expiration of enhanced ACA marketplace subsidies to adversely affect 2026 results and marketplace reforms to affect future periods, partly offset by ongoing resiliency and cost-reduction initiatives.

2 points · 0 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 1 point

How the balance works

Positive

• Moderate pointQuarterly attributable income reached $44.5 million after a $23.5 million loss.
• Minor pointNine-month attributable income rose to $101.3 million from $90.9 million.

Negative

• Moderate pointQ3 Medicaid supplemental-payment revenue fell to $156.9 million from $186.5 million.

Filing Explained

Ardent reports $24,011 thousand of completed common-stock repurchases in the first nine months of 2026; outstanding shares were 140,931,614 at September 30, versus 142,864,171 at year-end 2025, so an unchanged holding represents a larger ownership fraction, all else equal.

Key Figures

Third-quarter revenue: $1,624.9 million Third-quarter net income attributable to Ardent: $44.5 million Nine-month net income attributable to Ardent: $101.3 million +5 more

8 metrics

Third-quarter revenue $1,624.9 million Three months ended September 30, 2026; $1,576.7 million in 2025

Third-quarter net income attributable to Ardent $44.5 million Three months ended September 30, 2026; a $23.5 million loss in 2025

Nine-month net income attributable to Ardent $101.3 million Nine months ended September 30, 2026; $90.9 million in 2025

Operating cash flow $258.4 million Nine months ended September 30, 2026; $247.1 million in 2025

Medicaid supplemental-payment revenue $156.9 million Three months ended September 30, 2026; $186.5 million in 2025

St. Francis equity interest agreed for sale 70.5% Interest in The University of Kansas Health System – St. Francis Campus

St. Francis sale price $58.4 million Sale agreement with the University of Kansas Hospital Authority

Professional-liability settlement payment $40.0 million Payable to plaintiffs before the end of 2026

Key Terms

Medicaid supplemental payment programs, cash flow hedges, cost report filing and settlement process, measurement alternative, +1 more

5 terms

Medicaid supplemental payment programs regulatory

"revenue of $156.9 million and $186.5 million, respectively, related to Medicaid supplemental payment programs"

State-run Medicaid supplemental payment programs are extra payments layered on top of standard Medicaid reimbursements to hospitals and other providers, often delivered through mechanisms like disproportionate share, upper payment limits, provider taxes, and intergovernmental transfers. They matter to investors because these top-up payments can meaningfully boost a provider’s revenue and cash flow; changes in program rules, audits, or funding levels can therefore affect a health system’s reported earnings and financial stability, similar to how a regular paycheck plus occasional bonuses changes household income.

cash flow hedges financial

"designated as cash flow hedges of interest payments on floating rate borrowings"

A cash flow hedge is an accounting label companies use when they enter financial contracts—like currency or interest-rate agreements—to protect expected future cash payments or receipts from unpredictable moves. For investors, it signals that the company is trying to smooth out future cash variability (think of locking in a price to avoid surprises), which can reduce reported profit swings but also means the company has exposure to derivative instruments and their associated risks.

cost report filing and settlement process financial

"referred to as the "cost report" filing and settlement process"

measurement alternative financial

"elected to account for the Investment using the measurement alternative"

redeemable noncontrolling interests financial

"the noncontrolling interests balance for St. Francis is classified outside the permanent equity section"

A redeemable noncontrolling interest is a minority ownership stake in a company that the holder can force the company to buy back at a set price or under certain conditions. For investors this matters because it creates a future cash obligation and can be treated more like a liability than permanent equity, affecting a company’s reported debt, net income and valuation — think of it as a part-owner who can cash out, forcing the business to pay them.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were ARDT's revenue and net income in Q3 2026?

Ardent Health reported revenue of $1,624.9 million and net income attributable to Ardent Health, Inc. of $44.5 million for the three months ended September 30, 2026. The comparable 2025 figures were $1,576.7 million and a $23.5 million loss.

What is ARDT selling in Kansas, and for how much?

Ardent agreed to sell its 70.5% equity interest in The University of Kansas Health System – St. Francis Campus to the University of Kansas Hospital Authority for $58.4 million. Closing is expected in the fourth quarter of 2026, subject to customary closing conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________

FORM 10-Q

_______________________________________________________

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2026
	or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from                   to
	Commission File Number: 001-42180
	Ardent Health, Inc.
	(Exact name of Registrant as specified in its charter)

Delaware		61-1764793
(State or other jurisdiction of incorporation or organization)		(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)

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, $0.01 par value per share		ARDT		New York Stock Exchange

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the

preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90

days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging

growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the

Exchange Act.

Large accelerated filer	☐		Accelerated filer	☒		Smaller reporting company	☐
Non-accelerated filer	☐					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. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 2, 2026, the Registrant had 140,936,393 shares of common stock outstanding.

i

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		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Income Statements for the three and nine months ended September 30, 2026 and 2025 (Unaudited)	1
	Condensed Consolidated Comprehensive Income (Loss) Statements for the three and nine months ended September 30, 2026 and 2025 (Unaudited)	2
	Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025 (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025 (Unaudited)	4
	Condensed Consolidated Statements of Changes in Equity for the three and nine months ended September 30, 2026 and 2025 (Unaudited)	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 4.	Controls and Procedures	42
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3.	Defaults Upon Senior Securities	43
Item 4.	Mine Safety Disclosures	43
Item 5.	Other Information	43
Item 6.	Exhibits	44
Signatures		45

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 ARDENT HEALTH, INC.

CONDENSED CONSOLIDATED INCOME STATEMENTS

Unaudited

(Dollars in thousands, except per share amounts)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Total revenue	$1,624,856		$1,576,746		$4,848,971		$4,719,260
Expenses:
Salaries and benefits	647,940		676,962		1,985,557		2,006,311
Professional fees	327,805		305,083		972,718		882,952
Supplies	283,127		275,881		831,301		805,375
Rents and leases	27,785		26,386		82,823		81,972
Rents and leases, related party	38,984		38,106		116,356		113,975
Other operating expenses	162,814		198,714		502,803		493,179
Interest expense	15,317		13,914		40,097		42,819
Depreciation and amortization	41,059		39,156		125,387		114,666
Loss on extinguishment and modification of debt	—		7,344		—		7,344
Other non-operating gains	(1,000)		(2,597)		(6,890)		(23,320)
Total operating expenses	1,543,831		1,578,949		4,650,152		4,525,273
Income (loss) before income taxes	81,025		(2,203)		198,819		193,987
Income tax expense (benefit)	17,638		(3,410)		42,255		38,114
Net income	63,387		1,207		156,564		155,873
Net income attributable to noncontrolling interests	18,871		24,685		55,299		65,018
Net income (loss) attributable to Ardent Health, Inc.	$44,516		$(23,478)		$101,265		$90,855
Net income (loss) per share:
Basic	$0.32		$(0.17)		$0.72		$0.65
Diluted	$0.31		$(0.17)		$0.71		$0.64
Weighted-average common shares outstanding:
Basic	140,593,457		141,226,862		141,180,120		140,569,409
Diluted	141,704,656		141,226,862		142,174,942		141,242,065

The accompanying notes are an integral part of these condensed consolidated financial statements.

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 ARDENT HEALTH, INC.

CONDENSED CONSOLIDATED COMPREHENSIVE INCOME (LOSS) STATEMENTS

Unaudited

(In thousands)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Net income	$63,387		$1,207		$156,564		$155,873
Other comprehensive income (loss)
Change in fair value of interest rate swaps	8,247		(3,029)		12,268		(16,740)
Other comprehensive income (loss) before income taxes	8,247		(3,029)		12,268		(16,740)
Income tax expense (benefit) related to other comprehensive income (loss) items	2,153		(791)		3,202		(4,369)
Other comprehensive income (loss), net of income taxes	6,094		(2,238)		9,066		(12,371)
Comprehensive income (loss)	69,481		(1,031)		165,630		143,502
Comprehensive income attributable to noncontrolling interests	18,871		24,685		55,299		65,018
Comprehensive income (loss) attributable to Ardent Health, Inc.	$50,610		$(25,716)		$110,331		$78,484

The accompanying notes are an integral part of these condensed consolidated financial statements.

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ARDENT HEALTH, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

Unaudited

(Dollars in thousands, except per share amounts)

	September 30, 2026 (1)		December 31, 2025 (1)
Assets
Current assets:
Cash and cash equivalents	$766,238		$709,601
Accounts receivable	661,845		686,102
Inventories	110,100		118,593
Prepaid expenses	119,726		112,646
Other current assets	378,896		431,882
Assets held for sale	133,649		—
Total current assets	2,170,454		2,058,824
Property and equipment, net	899,769		935,769
Operating lease right of use assets	318,076		292,651
Operating lease right of use assets, related party	895,779		915,599
Goodwill	861,856		879,451
Other intangible assets	87,020		89,335
Deferred income taxes	3,201		6,888
Other assets	116,864		111,691
Total assets	$5,353,019		$5,290,208
Liabilities and Equity
Current liabilities:
Current installments of long-term debt	$28,763		$23,444
Accounts payable	399,035		457,936
Accrued salaries and benefits	274,135		296,260
Other accrued expenses and liabilities	260,163		268,904
Liabilities held for sale	55,262		—
Total current liabilities	1,017,358		1,046,544
Long-term debt, less current installments	1,069,688		1,075,782
Long-term operating lease liability	281,402		260,600
Long-term operating lease liability, related party	885,291		904,632
Self-insured liabilities	232,538		241,050
Other long-term liabilities	85,059		76,636
Total liabilities	3,571,336		3,605,244
Commitments and contingencies (see Note 9)
Redeemable noncontrolling interests	(7,326)		(1,250)
Equity:
Preferred stock, par value $0.01 per share; 50,000,000 shares authorized; no shares issued and outstanding	—		—
Common stock, par value $0.01 per share; 750,000,000 shares authorized; 140,931,614 and 142,864,171 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively	1,409		1,429
Additional paid-in capital	786,447		788,472
Accumulated other comprehensive income (loss)	5,456		(3,610)
Retained earnings	602,872		501,607
Equity attributable to Ardent Health, Inc.	1,396,184		1,287,898
Noncontrolling interests	392,825		398,316
Total equity	1,789,009		1,686,214
Total liabilities and equity	$5,353,019		$5,290,208

(1)  As of September 30, 2026 and December 31, 2025, the unaudited condensed consolidated balance sheets included total liabilities of consolidated variable interest entities of

$301.7 million and $335.1 million, respectively. Refer to Note 2, Summary of Significant Accounting Policies, for further discussion.

The accompanying notes are an integral part of these condensed consolidated financial statements.

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ARDENT HEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

(In thousands)

	Nine Months Ended September 30,
	2026		2025
Cash flows from operating activities:
Net income	$156,564		$155,873
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	125,387		114,666
Other non-operating (gains) losses	(1,886)		1,275
Loss on extinguishment and modification of debt	—		515
Amortization of deferred financing costs and debt discounts	2,432		3,568
Deferred income taxes	10,202		14,884
Equity-based compensation	24,194		30,183
Income from non-consolidated affiliates	(12,251)		(1,409)
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures:
Accounts receivable	(9,129)		16,594
Inventories	1,961		(6,308)
Prepaid expenses and other current assets	54,879		(47,361)
Accounts payable and other accrued expenses and liabilities	(79,925)		(15,716)
Accrued salaries and benefits	(13,988)		(19,689)
Net cash provided by operating activities	258,440		247,075
Cash flows from investing activities:
Purchases of property and equipment	(115,576)		(127,909)
Other	8,357		(92)
Net cash used in investing activities	(107,219)		(128,001)
Cash flows from financing activities:
Proceeds from insurance financing arrangements	23,493		15,607
Payments of principal on insurance financing arrangements	(14,434)		(10,751)
Payments of principal on long-term debt	(10,778)		(4,506)
Debt issuance costs	—		(2,573)
Distributions to noncontrolling interests	(68,371)		(62,366)
Repurchase of common stock	(24,011)		—
Other	(483)		(1,829)
Net cash used in financing activities	(94,584)		(66,418)
Net increase in cash and cash equivalents	56,637		52,656
Cash and cash equivalents at beginning of period	709,601		556,785
Cash and cash equivalents at end of period	$766,238		$609,441
Supplemental Cash Flow Information:
Non-cash purchases of property and equipment	$693		$13,509

The accompanying notes are an integral part of these condensed consolidated financial statements.

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ARDENT HEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Unaudited

(Dollars in thousands) 

		Equity Attributable to Ardent Health, Inc.					Non- controlling Interests	Total Equity
	Redeemable Noncontrolling Interests	Common Stock		Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Retained Earnings
		Shares	Amount
Balance at December 31, 2024	$1,158	142,747,818	$1,428	$754,415	$9,737	$365,796	$389,823	$1,521,199
Net income attributable to Ardent Health, Inc.	—	—	—	—	—	41,383	—	41,383
Net income attributable to noncontrolling interests	—	—	—	—	—	—	18,932	18,932
Net loss attributable to redeemable noncontrolling interests	(1,350)	—	—	—	—	—	—	—
Other comprehensive loss	—	—	—	—	(5,809)	—	—	(5,809)
Distributions to noncontrolling interests	—	—	—	—	—	—	(19,239)	(19,239)
Vesting of restricted stock unit awards	—	289,946	2	(1,063)	—	—	—	(1,061)
Equity-based compensation	—	—	—	9,263	—	—	—	9,263
Balance at March 31, 2025	$(192)	143,037,764	$1,430	$762,615	$3,928	$407,179	$389,516	$1,564,668
Net income attributable to Ardent Health, Inc.	—	—	—	—	—	72,950	—	72,950
Net income attributable to noncontrolling interests	—	—	—	—	—	—	24,310	24,310
Net loss attributable to redeemable noncontrolling interests	(1,559)	—	—	—	—	—	—	—
Other comprehensive loss	—	—	—	—	(4,324)	—	—	(4,324)
Distributions to noncontrolling interests	—	—	—	—	—	—	(20,286)	(20,286)
Issuance of common stock	—	7,553	—	—	—	—	—	—
Vesting of restricted stock unit awards	—	66,306	1	(439)	—	—	—	(438)
Forfeitures of restricted stock awards	—	(13,117)	—	—	—	—	—	—
Equity-based compensation	—	—	—	11,246	—	—	—	11,246
Balance at June 30, 2025	$(1,751)	143,098,506	$1,431	$773,422	$(396)	$480,129	$393,540	$1,648,126
Net loss attributable to Ardent Health, Inc.	—	—	—	—	—	(23,478)	—	(23,478)
Net income attributable to noncontrolling interests	—	—	—	—	—	—	24,423	24,423
Net income attributable to redeemable noncontrolling interests	262	—	—	—	—	—	—	—
Other comprehensive loss	—	—	—	—	(2,238)	—	—	(2,238)
Distributions to noncontrolling interests	—	—	—	—	—	—	(22,841)	(22,841)
Vesting of restricted stock unit awards	—	91,710	1	(331)	—	—	—	(330)
Forfeitures of restricted stock awards	—	(20,385)	—	—	—	—	—	—
Equity-based compensation	—	—	—	9,674	—	—	—	9,674
Balance at September 30, 2025	$(1,489)	143,169,831	$1,432	$782,765	$(2,634)	$456,651	$395,122	$1,633,336

The accompanying notes are an integral part of these condensed consolidated financial statements.

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ARDENT HEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Unaudited

(Dollars in thousands) 

		Equity Attributable to Ardent Health, Inc.					Non- controlling Interests	Total Equity
	Redeemable Noncontrolling Interests	Common Stock		Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Retained Earnings
		Shares	Amount
Balance at December 31, 2025	$(1,250)	142,864,171	$1,429	$788,472	$(3,610)	$501,607	$398,316	$1,686,214
Net income attributable to Ardent Health, Inc.	—	—	—	—	—	39,850	—	39,850
Net income attributable to noncontrolling interests	—	—	—	—	—	—	21,151	21,151
Net loss attributable to redeemable noncontrolling interests	(2,513)	—	—	—	—	—	—	—
Other comprehensive income	—	—	—	—	1,164	—	—	1,164
Distributions to noncontrolling interests	—	—	—	—	—	—	(21,314)	(21,314)
Vesting of restricted stock unit awards	—	275,928	2	(1,016)	—	—	—	(1,014)
Forfeiture of restricted stock awards	—	(6,274)	—	—	—	—	—	—
Equity-based compensation	—	—	—	8,929	—	—	—	8,929
Balance at March 31, 2026	$(3,763)	143,133,825	$1,431	$796,385	$(2,446)	$541,457	$398,153	$1,734,980
Net income attributable to Ardent Health, Inc.	—	—	—	—	—	16,899	—	16,899
Net income attributable to noncontrolling interests	—	—	—	—	—	—	18,685	18,685
Net loss attributable to redeemable noncontrolling interests	(895)	—	—	—	—	—	—	—
Other comprehensive income	—	—	—	—	1,808	—	—	1,808
Proceeds from the sale of noncontrolling interest	—	—	—	1,218	—	—	1,505	2,723
Distributions to noncontrolling interests	—	—	—	—	—	—	(22,829)	(22,829)
Repurchase of common stock	—	(1,397,765)	(14)	(13,146)	—	—	—	(13,160)
Vesting of restricted stock unit awards	—	640,199	7	(998)	—	—	—	(991)
Forfeiture of restricted stock awards	—	(465,361)	(5)	—	—	—	—	(5)
Equity-based compensation	—	—	—	7,952	—	—	—	7,952
Balance at June 30, 2026	$(4,658)	141,910,898	$1,419	$791,411	$(638)	$558,356	$395,514	$1,746,062
Net income attributable to Ardent Health, Inc.	—	—	—	—	—	44,516	—	44,516
Net income attributable to noncontrolling interests	—	—	—	—	—	—	21,539	21,539
Net loss attributable to redeemable noncontrolling interests	(2,668)	—	—	—	—	—	—	—
Other comprehensive income	—	—	—	—	6,094	—	—	6,094
Distributions to noncontrolling interests	—	—	—	—	—	—	(24,228)	(24,228)
Repurchase of common stock	—	(1,039,500)	(10)	(11,080)	—	—	—	(11,090)
Vesting of restricted stock unit awards	—	62,915	1	(1,197)	—	—	—	(1,196)
Forfeiture of restricted stock awards	—	(2,699)	(1)	—	—	—	—	(1)
Equity-based compensation	—	—	—	7,313	—	—	—	7,313
Balance at September 30, 2026	$(7,326)	140,931,614	$1,409	$786,447	$5,456	$602,872	$392,825	$1,789,009

The accompanying notes are an integral part of these condensed consolidated financial statements.

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ARDENT HEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 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 corporation in 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

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 September 30, 2026, the Company operated

30 acute care hospitals in six states, including one managed hospital, two rehabilitation hospitals and two surgical hospitals.

Basis of Presentation

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

income (loss) 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 $42.4 million and $36.5 million for the three months ended September 30,

2026 and 2025, respectively, and $152.2 million and $104.0 million for the nine months ended September 30, 2026 and 2025,

respectively. The increase in general and administrative costs for the nine months ended September 30, 2026 compared to the

prior year period was primarily attributable to increased salaries and benefits expense related to non-recurring severance costs

incurred for workforce reductions in connection with enterprise restructuring activity and transition of the Company's former

chief executive officer during the current period.

2.  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

8

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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 September 30, 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 September 30, 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.

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

thousands):

	September 30, 2026		December 31, 2025
Current liabilities:
Current installments of long-term debt	$3,551		$3,635
Accounts payable	81,548		102,482
Accrued salaries and benefits	27,302		36,900
Other accrued expenses and liabilities	43,939		67,419
Liabilities held for sale	55,262		—
Total current liabilities	211,602		210,436
Long-term debt, less current installments	6,988		9,734
Long-term operating lease liability	78,594		101,153
Long-term operating lease liability, related party	2,301		9,313
Self-insured liabilities	680		677
Other long-term liabilities	1,552		3,826
Total liabilities	$301,717		$335,139

Income from operations before income taxes attributable to VIEs was $61.3 million and $75.7 million for the three months

ended September 30, 2026 and 2025, respectively, and $181.9 million and $206.3 million for the nine months ended

September 30, 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 than one 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.

Change in Accounting Estimate

During the three months ended September 30, 2025, a change in accounting estimate resulting from a modification to the

technique used to estimate the collectability of accounts receivable and new information provided by recently completed

hindsight evaluations of historical collection trends resulted in a decrease in revenue of $42.6 million. During the three

months ended September 30, 2025, the Company implemented a new revenue accounting system that provided management

with additional information to more precisely estimate the collectability of accounts receivable, particularly with respect to

more timely consideration of payor denial and payment trends. The detailed information provided by the new system during

the three months ended September 30, 2025, along with the Company's recently completed analysis of historical collection

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trends, indicated the current collection estimate differed from historical collection estimates thereby resulting in a change in

accounting estimate in accordance with ASC 250-10, Accounting Changes and Error Corrections, to be accounted for during

the three months ended September 30, 2025 (the period of change).

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 subject to interpretation and adjustment. The classification and

documentation of healthcare services, as well as the medical necessity of the services authorized and provided, are also often

subject to interpretation. 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, and these 

interpretations may result in payments that differ from the Company's estimates. Because updated regulations and contract

renegotiations occur frequently, management continually reviews and assesses these 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 in an increase to net patient service revenue of $15.6

million and $4.5 million for the three months ended September 30, 2026 and 2025, respectively, and an increase to net patient

service revenue of $18.0 million and $13.7 million for the nine months ended September 30, 2026 and 2025, respectively.

At September 30, 2026 and December 31, 2025, the Company's settlements under reimbursement agreements with third party

payors were a net receivable of $13.3 million and a net payable of $7.8 million, respectively, reflecting a receivable of $29.8

million and $21.1 million, respectively, included in other current assets and a payable of $16.5 million and $28.9 million,

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

Amounts earned under prospective payment and other reimbursement activities remain 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 the three and nine months ended September 30, 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.

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Payor Mix

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

	Three Months Ended September 30,								Nine Months Ended September 30,
	2026				2025				2026				2025
	Amount		% of Total		Amount		% of Total		Amount		% of Total Revenue		Amount		% of Total Revenue
Medicare	$641,667		39.5%		$599,491		38.0%		$1,962,379		40.5%		$1,838,885		38.9%
Medicaid	152,185		9.4%		154,120		9.8%		470,686		9.7%		463,196		9.9%
Other managed care	715,870		44.1%		701,279		44.5%		2,088,882		43.1%		2,070,484		43.9%
Self-pay and other	87,129		5.3%		86,307		5.4%		254,740		5.2%		259,390		5.5%
Net patient service revenue	$1,596,851		98.3%		$1,541,197		97.7%		$4,776,687		98.5%		$4,631,955		98.2%
Other revenue	28,005		1.7%		35,549		2.3%		72,284		1.5%		87,305		1.8%
Total revenue	$1,624,856		100.0%		$1,576,746		100.0%		$4,848,971		100.0%		$4,719,260		100.0%

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 $7.4 million and $6.4 million for the three months ended September 30, 2026 and 2025, respectively, and

$22.7 million and $50.2 million for the nine months ended September 30, 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 September 30,				Nine Months Ended September 30,
	2026		2025		2026	2025
Oklahoma	23.6%		23.8%		23.1%		23.6%
New Mexico	16.8%		17.0%		17.5%		17.1%
Texas	35.9%		35.3%		35.5%		35.8%
New Jersey	10.2%		10.3%		10.3%		10.2%
Other	13.5%		13.6%		13.6%		13.3%
Total	100.0%		100.0%		100.0%		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, liabilities assumed, and, if applicable, noncontrolling interests based upon

their respective fair values as of the acquisition date. Provisional amounts may be adjusted during the measurement period as

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additional information is obtained about facts and circumstances that existed as of the acquisition date. The measurement

period ends when the Company receives the information necessary to finalize the accounting, but may not exceed one year

from the acquisition date. The Company records the excess of the purchase price allocation over those fair values as

goodwill.

Divestitures

On September 28, 2026, the Company entered into a definitive agreement to sell its 70.5% equity interest in The University

of Kansas Health System – St. Francis Campus ("St. Francis") to the University of Kansas Hospital Authority for

$58.4 million. The sale is expected to close in the fourth quarter of 2026, subject to customary closing conditions. The results

of operations for St. Francis until the effective date of the sale are classified as part of continuing operations as the disposal

group did not meet the criteria for reporting as a discontinued operation.

The assets and liabilities of St. Francis were classified as held for sale within current assets and current liabilities on the

condensed consolidated balance sheet at September 30, 2026. Prior period amounts were not reclassified. The following table

presents the major classes of assets and liabilities of the held for sale disposal group (in thousands):

	September 30, 2026
Accounts receivable	$34,132
Other current assets	19,871
Property and equipment, net	29,729
Operating lease right of use assets	10,194
Operating lease right of use assets, related party	8,604
Goodwill	17,406
Other classes of assets that are not major	13,713
Total assets held for sale	$133,649
Accounts payable	18,021
Accrued salaries and benefits	8,062
Other accrued expenses and liabilities	10,203
Long-term operating lease liability	9,968
Long-term operating lease liability, related party	6,920
Other classes of liabilities that are not major	2,088
Total liabilities held for sale	$55,262

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 measured at fair value on a non-recurring basis as of the date observable price changes occur. Its

fair value is categorized as Level 2 within the fair value hierarchy because the valuation methods use inputs that are primarily

observable, such as the transaction price, and any unobservable inputs are not considered significant. Recording upward or

downward adjustments to the carrying value of the Investment as a result of observable price changes requires quantitative

assessments of the fair value using various valuation methodologies and involves the use of estimates.

During the first quarter of 2026, the Company recorded an upward adjustment of $10.9 million to the carrying value of the

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

third quarter of 2026, the Company acquired equity in the privately held company by partially exercising approximately 44%

of the option and concurrently sold the acquired equity for net proceeds of $9.6 million. The Company has not recognized

any impairments or downward adjustments related to the Investment.

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The following is a summary of unrealized and realized gains on the Investment recognized during the three and nine months

ended September 30, 2026 and 2025 (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Net gain recognized during the period on equity securities	$4,363		$—		$15,263		$—
Less: Net gain recognized during the period on equity securities sold during the period	$1,336		$—		$6,106		$—
Unrealized gains recognized during the period on equity securities still held at the reporting date	$3,027		$—		$9,157		$—

Unrealized and realized gains and losses on the Investment are recorded within other operating expenses on the condensed

consolidated income statements, and the carrying value of the Investment is recorded within other assets on the condensed

consolidated balance sheets. As of September 30, 2026, the carrying value of the remaining Investment was $13.6 million,

inclusive of $9.2 million of cumulative upward adjustments. As of December 31, 2025, the carrying value of the Investment

was $7.9 million. 

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 Amount				Fair Value
	September 30, 2026		December 31, 2025		September 30, 2026		December 31, 2025
Senior secured term loan facility	$765,230		$770,499		$766,187		$770,499
5.75% Senior Notes	$299,753		$299,686		$291,885		$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 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.

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The redeemable noncontrolling interests related to St. Francis 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 net income (loss) per share is computed by dividing net income (loss) available to common stockholders by the

weighted-average common shares outstanding during the period. Diluted net income (loss) 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 net income (loss) per share is computed by dividing net income (loss) 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.

3.  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 September 30, 2026.

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

medical office buildings of $39.0 million and $38.1 million for the three months ended September 30, 2026 and 2025,

respectively, and $116.4 million and $114.0 million for the nine months ended September 30, 2026 and 2025, respectively.

4. Long-Term Debt and Financing Matters

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

	September 30, 2026		December 31, 2025
Senior secured term loan facility	$765,230		$770,499
5.75% Senior Notes	299,753		299,686
Finance leases	18,604		24,536
Other debt	24,445		15,869
Deferred financing costs	(9,581)		(11,364)
Total debt	1,098,451		1,099,226
Less current maturities	(28,763)		(23,444)
Long-term debt, less current maturities	$1,069,688		$1,075,782

5.  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, which are 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. The Company performs assessments of effectiveness for

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its cash flow hedges on a quarterly basis to confirm that the hedges continue to meet the highly effective criteria required to

apply hedge accounting. Hedges and derivative financial instruments may continue to be used in the future in order to

manage interest rate exposure. 

The valuation of these interest rate swap 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 February 5, 2025, the Company executed 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.

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%. During each of the income statement periods presented, the

notional amounts under the Company's active swap agreements totaled approximately $400 million.

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

earnings (in thousands):

		Three Months Ended September 30,				Nine Months Ended September 30,
	Classification	2026		2025		2026		2025
Unrealized income (loss) recognized	AOCI	$7,956		$(110)		$14,861		$(8,056)
Reclassification from AOCI into earnings	Interest expense	291		(2,919)		(2,593)		(8,684)
Net change in AOCI		$8,247		$(3,029)		$12,268		$(16,740)

In the 12 months following September 30, 2026, the Company estimates that an additional $1.8 million will be reclassified as

a reduction to interest expense.

As of September 30, 2026 and December 31, 2025, the fair value of the Company's interest rate swap agreements reflected a

net asset balance of $7.4 million and a net liability balance of $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):

Classification		September 30, 2026		December 31, 2025
Assets:
Other current assets		$1,803		$2,891
Other assets		5,581		—
Total interest rate swap assets		7,384		2,891
Liabilities:
Other accrued expenses and liabilities		—		1,750
Other long-term liabilities		—		6,024
Total interest rate swap liabilities		—		7,774
Fair value of interest rate swap agreements		$7,384		$(4,883)

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6. Income Taxes

The Company's income tax provision was an expense of $17.6 million, which equates to an effective tax rate of 21.8%, and

benefit of $3.4 million, which equates to an effective tax rate of 154.8%, for the three months ended September 30, 2026 and

2025, respectively. The decrease in the effective tax rate was driven by the pre-tax loss for the three months ended September

30, 2025 and the increase in noncontrolling interest earnings as a percentage of the pre-tax loss. The Company's income tax

provision was an expense of $42.3 million, which equates to an effective tax rate of 21.3%, and $38.1 million, which equates

to an effective tax rate of 19.6%, for the nine months ended September 30, 2026 and 2025, respectively.

At September 30, 2026 and December 31, 2025, the Company had no accrual for unrecognized tax benefits.

As of September 30, 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. On June 2, 2026, the Company was notified

that the Joint Committee on Taxation had completed its review of the refund claims and no changes were made to the refund

amounts claimed. In September 2026, the Company received $11.6 million related to the outstanding federal tax refunds plus

interest. The Company's tax years from 2022 through 2025 remain open to examination by federal and state taxing

authorities.

7.  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 $30.5 million and $64.2 million for the three months ended September 30, 2026 and 2025, respectively, and $91.1

million and $105.5 million for the nine months ended September 30, 2026 and 2025, respectively. During the three and nine

months ended September 30, 2025, the Company recorded an accrual for loss contingencies of $47.2 million for adverse prior

period claim developments, particularly with respect to its New Mexico market, combined with increased social inflationary

pressures, contributing to higher professional and general liability losses in the prior year periods.

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 and $2.4 million for the three months ended September 30, 2026 and 2025, respectively, and $5.5 million

and $2.9 million for the nine months ended September 30, 2026 and 2025, respectively.

8.  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 $12.5 million for each of the three months ended September 30, 2026 and 2025, and

$41.4 million and $40.3 million for the nine months ended September 30, 2026 and 2025, respectively.

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.

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The total costs of employee health coverage were $46.3 million and $49.7 million for the three months ended September 30,

2026 and 2025, respectively, and $134.5 million and $139.7 million for the nine months ended September 30, 2026 and 2025,

respectively.

9.  Commitments and Contingencies

Professional Liability Claims

On or about August 29, 2026, the Company reached a settlement on a professional liability suit involving four plaintiffs. The

settlement calls for $40.0 million to be paid to the plaintiffs prior to the end of 2026. Typically, depending on the insurance

carrier involved, the carriers either pay their portion of the settlement directly to the plaintiff(s) or reimburse the Company for

covered amounts paid to the plaintiff(s). In this situation, in reliance on the carriers’ agreement to fund the settlement, the

Company agreed to settle the case; however, certain carriers have subsequently refused to fund their portion of the settlement.

Management of the Company believes that this matter is fully covered by the Company's insurance and that any amounts paid

by the Company that exceed its self-insured retention are collectible. Management intends to pursue all available remedies to

receive full funding of the insured amount. At September 30, 2026, the Company's professional and general liability accrual

included $40.0 million related to the settlement in other accrued expenses and liabilities on the condensed consolidated

balance sheet and $34.0 million in other current assets that represents an estimate of the amounts above the Company's self-

insured retention that it expects to recover under its professional liability insurance policies. Although management believes

that the $34.0 million is recoverable, the timing and ultimate amount of such recovery will depend, in part, on the resolution

of the disputes with the applicable carriers.

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 in Note 7 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. An amended complaint was filed August 12,

2026. 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 11 and 15

of the Securities Act of 1933, as amended (the "Securities Act"), and Sections 10(b) and 20(a) of the Securities Exchange Act

of 1934, as amended (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 made material misstatements and omissions

in the Company’s initial public offering registration statement on Form S-1 and 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. 

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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.

On July 31, 2026, the Company received a letter from the Atlanta regional office of the SEC in connection with a non-public,

fact-finding inquiry, requesting that the Company voluntarily provide information regarding the $42.6 million decrease in

revenue related to the collectability of accounts receivable as reported in the Company's Form 10-Q filed on November 14,

2025. The Company is cooperating with the SEC's request. At this time, the Company cannot predict the timing or outcome

of this inquiry.

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 Exchange Act. 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 the nine months ended September 30, 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 nine months ended September 30, 2026.

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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.

10. Segments

The Company has one 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 net income (loss) 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 September 30,				Nine Months Ended September 30,
		2026		2025		2026		2025
Total revenue		$1,624,856		$1,576,746		$4,848,971		$4,719,260
Less:
Employee salaries and benefits		634,718		652,993		1,943,028		1,932,237
Contract labor		13,222		23,969		42,529		74,074
Supplies		283,127		275,881		831,301		805,375
Medical professional fees		122,021		121,901		368,454		338,103
Contract services		205,784		183,182		604,264		544,849
Other segment items (1)		321,468		342,298		958,130		933,767
Net income (loss) attributable to Ardent Health, Inc.		$44,516		$(23,478)		$101,265		$90,855
(1)	Other segment items included in net income (loss) attributable to Ardent Health, Inc. for each of the periods presented primarily consists of rent expense, interest expense, depreciation and amortization, income tax expense (benefit), other operating expenses, loss on extinguishment and modification of debt, 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 September 30, 2026 and December 31, 2025, all of the Company's long-lived assets were located in the United States,

and for the three and nine months ended September 30, 2026 and 2025, all revenue was earned in the United States.

11.  Earnings Per Share

Basic net income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the

weighted-average number of common shares outstanding. Diluted net income (loss) per share is computed by dividing net

income (loss) 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.

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The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except share

and per share amounts):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Basic:
Net income (loss) attributable to common stockholders	$44,516		$(23,478)		$101,265		$90,855
Weighted-average number of common shares	140,593,457		141,226,862		141,180,120		140,569,409
Net income (loss) per common share	$0.32		$(0.17)		$0.72		$0.65
Diluted:
Net income (loss) attributable to common stockholders	$44,516		$(23,478)		$101,265		$90,855
Weighted-average number of common shares	141,704,656		141,226,862		142,174,942		141,242,065
Net income (loss) per common share	$0.31		$(0.17)		$0.71		$0.64

The following table sets forth the components of the denominator for the computation of basic and diluted net income (loss)

per share for net income (loss) attributable to Ardent Health, Inc. stockholders:

			Three Months Ended September 30,				Nine Months Ended September 30,
			2026		2025		2026		2025
Weighted-average number of common shares - basic			140,593,457		141,226,862		141,180,120		140,569,409
Effect of dilutive securities(1)			1,111,199		—		994,822		672,656
Weighted-average number of common shares - diluted			141,704,656		141,226,862		142,174,942		141,242,065
(1)	The effect of dilutive securities does not reflect weighted-average potential common shares from restricted stock and restricted stock units of 779,696 and 3,034,583 for the three months ended September 30, 2026 and 2025, respectively, and 1,918,662 and 1,439,373 for the nine months ended September 30, 2026 and 2025, respectively, because their effect was antidilutive as calculated under the treasury stock method.

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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Management's discussion and analysis of financial condition and results of operations should be read in conjunction with our

interim unaudited condensed consolidated financial statements and related notes contained elsewhere in this Quarterly

Report on Form 10-Q for the quarter ended September 30, 2026 (this "Quarterly Report") and our audited consolidated

financial statements for the year ended December 31, 2025 and related notes contained in our Annual Report. The following

discussion includes forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never

materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-

looking statements. When reviewing the discussion below, you should keep in mind the substantial risks and uncertainties

that could impact our business. In particular, we encourage you to review the risks and uncertainties described in the section

titled "Risk Factors" included in the Annual Report.

Unless otherwise indicated, all relevant financial and statistical information included herein relates to our consolidated

operations. Additionally, unless the context indicates otherwise, Ardent Health, Inc. and its affiliates are referred to in this

section as "we," "our," or "us."

Forward-Looking Statements

This Quarterly Report, including the following discussion, may contain certain "forward-looking statements," as that term is

defined in the U.S. federal securities laws. These forward-looking statements include, but are not limited to, statements other

than statements of historical facts, including, among others, statements relating to our future financial performance, our

business prospects and strategy, anticipated financial position, liquidity and capital needs, the industry in which we operate

and other similar matters. Words such as "anticipates," "expects," "intends," "plans," "predicts," "believes," "seeks,"

"estimates," "could," "would," "will," "may," "can," "continue," "potential," "should" and the negative of these terms or other

comparable terminology often identify forward-looking statements. When reviewing the discussion below, you should keep

in mind the risks and uncertainties that could impact our business. These forward-looking statements are not guarantees of

future performance and are subject to risks and uncertainties that could cause actual results to differ materially from the

results contemplated by the forward-looking statements, including the risk factors and other cautionary statements described

under the heading "Risk Factors" included in the Annual Report. These risks and uncertainties could cause actual results to

differ materially from those projected in forward-looking statements contained in this Quarterly Report or implied by past

results and trends. Our historical results are not necessarily indicative of the results that may be expected for any period in the

future.

Factors, risks, and uncertainties that could cause actual outcomes and results to be materially different from those

contemplated include, among others: (1) general economic and business conditions, both nationally and in the regions in

which we operate, including the impact of challenging macroeconomic conditions and inflationary pressures, current

geopolitical instability, and impacts from the imposition of, or changes in, tariffs, as well as the potential impact on us of

uncertain political, financial, credit and capital conditions; (2) possible reductions or other changes in Medicare, Medicaid

and other state programs, including Medicaid supplemental payment programs, Medicaid waiver programs or state directed

payments, that could have an adverse effect on our revenues and business; (3) reduction in the reimbursement rates paid by

commercial payors, increased reimbursement denials or payment delays by commercial payors, our inability to retain and

negotiate favorable contracts with private third party payors, or an increasing volume of uninsured or underinsured patients;

(4) effects of changes in healthcare policy or legislation, including the One Big Beautiful Bill Act (the "OBBBA") and any

other reforms that have or may be undertaken by the current presidential administration, and legal and regulatory restrictions

on our hospitals that have physician owners; (5) the ability to achieve operating and financial targets, develop and execute

mitigation plans to offset to the extent possible impacts from the OBBBA, the expiration of temporary enhanced subsidies for

individuals eligible to purchase insurance coverage through health insurance marketplaces and imposition of tariffs, attain

expected levels of patient volumes and revenues, and control the costs of providing services; (6) security threats, catastrophic

events and other disruptions affecting our, our service providers’ or our joint venture ("JV") partners’ information technology

and related systems, which have adversely affected, and could in the future adversely affect, our relationships with patients

and business partners and subject us to legal claims and liabilities, reputational harm and business disruption and adversely

affect our financial condition; (7) the highly competitive nature of the healthcare industry and continued industry trends

towards clinical transparency and value-based purchasing may impact our competitive position; (8) inability to recruit and

retain quality physicians and increased labor costs resulting from increased competition for staffing or a continued or

increased shortage of experienced nurses, as well as the loss of key personnel, including key members of our management

team; (9) changes to physician utilization practices and treatment methodologies and other factors outside our control that

impact demand for medical services and may reduce our revenues and ability to grow profitability; (10) continued industry

trends toward value-based purchasing, third party payor consolidation and care coordination among healthcare providers;

(11) inability to successfully complete acquisitions, divestitures or strategic JVs or inability to realize all of the anticipated

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benefits; (12) liabilities because of professional liability and other claims brought against our hospitals, physician practices,

outpatient facilities or other business operations; (13) exposure to certain risks and uncertainties by the JVs through which we

conduct a significant portion of our operations, including anticipated synergies of past acquisitions and the risk that

transactions may not receive necessary government clearances; (14) failure to obtain drugs and medical supplies at favorable

prices or sufficient volumes; (15) operational, legal and financial risks associated with outsourcing functions to third parties;

(16) our facilities are heavily concentrated in Texas and Oklahoma, which makes us sensitive to regulatory, economic and

competitive conditions and changes in those states; (17) negative impact of severe weather, climate change, and other factors

beyond our control, which could restrict patient access to care or cause one or more facilities to close temporarily or

permanently; (18) risks related to the Master Lease with Ventas ("Ventas Master Lease") and its restrictions and limitations

on our business; (19) the impact of our significant indebtedness and the ability to refinance such indebtedness on acceptable

terms; (20) our failure to comply with complex laws and regulations applicable to the healthcare industry or to adjust our

operations in response to changing laws and regulations; (21) the impact of governmental claims or governmental

investigations, payor audits and litigation brought against our hospitals, physician practices, outpatient facilities or other

business operations; (22) actual or perceived failures to comply with applicable data protection, privacy and security laws,

regulations, standards and other requirements; (23) the impact of a deterioration of public health conditions associated with a

future pandemic, epidemic or outbreak of infectious disease; (24) inability to or delay in building, acquiring, selling,

renovating or expanding our healthcare facilities; (25) failure to comply with federal and state laws relating to Medicare and

Medicaid enrollment, permit, licensing and accreditation requirements; (26) the results of our efforts to use technology,

including artificial intelligence ("AI") and machine learning, to drive efficiencies, better outcomes and an enhanced patient

experience; (27) our status as a controlled company; (28) conflicts of interest between our controlling stockholder and other

holders of our common stock; and (29) other risk factors described in our filings with the SEC, including the Annual Report.

We caution you that the foregoing list may not contain all of the risks and uncertainties that may affect the forward-looking

statements made in this Quarterly Report. You should not rely upon forward-looking statements as predictions of future

events. 

The forward-looking statements in this Quarterly Report are based on management's current beliefs, expectations, and

projections about future events and trends affecting our business, results of operations, financial condition, and prospects.

These statements are subject to risks, uncertainties, and other factors described in the "Risk Factors" section of the Annual

Report. We operate in a competitive and rapidly changing environment where new risks and uncertainties can emerge,

making it impossible to predict all potential impacts on our forward-looking statements. Consequently, actual results may

differ materially from those described. The forward-looking statements pertain only to the date they are made, and we do not

undertake any obligation to update them to reflect new information or events unless required by law. You are advised not to

place undue reliance on these statements and to consult any additional disclosures we may provide through our other filings

with the SEC, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Overview

We are a leading provider of healthcare services in the United States, operating in eight growing mid-sized urban markets

across six states: Texas, Oklahoma, New Mexico, New Jersey, Idaho and Kansas. As of September 30, 2026, we deliver care

through a system of 30 acute care hospitals and more than 280 sites of care with over 2,000 employed and affiliated

providers. Affiliated providers are physicians and advanced practice providers with whom we contract for services through a

professional services agreement or other independent contractor agreement. We hold a leading position in a majority of our

markets, and we believe we are one of the leading healthcare systems based on market share and our integrated network of

hospitals, ambulatory facilities, and physician practices. We operate either independently or in partnership with premier

academic medical centers, large not-for-profit hospital systems, community physicians, and a community foundation through

our well-established and differentiated JV model. Collectively, we operate as a unified organization with a consumer-centric

approach to caring for our patients and our communities. Our strategic JV partners offer us significant advantages, including

expanded access points, clinical talent availability, local brand recognition, and scale that enable us to accelerate market

penetration. We believe that we help our partners enhance their network and regional presence through our operational

acumen. We strive to strengthen clinical services, drive operating improvements, and centrally manage operations to optimize

hospital performance and enhance patient care. In each of these partnerships, we are the majority owner and serve as the day-

to-day operator.

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Recent Developments

Sale of Interest in Kansas JV

On September 28, 2026, the Company entered into a definitive agreement to sell its 70.5% equity interest in St. Francis to the

University of Kansas Hospital Authority for $58.4 million. The sale is expected to close in the fourth quarter of 2026, subject

to customary closing conditions.

Regulatory Update

On July 4, 2025, the OBBBA, a budget reconciliation act for fiscal year 2025, was signed into law. The OBBBA includes

provisions that may impact our financial performance and may substantially modify certain federal statutes and regulations to

which our operations are subject. The OBBBA provisions that may impact us have varying effective dates, and we are unable

to predict whether or how future legislation, rulemaking, or judicial action will impact implementation of the OBBBA. Of

particular relevance to us, the OBBBA may reduce the federal government's overall Medicaid expenditures and tighten

Medicaid eligibility requirements. The law limits eligibility for Medicaid by imposing work or community engagement

requirements for adults under 65 years old in Medicaid expansion states, including states with waiver-based expansions,

subject to limited exceptions, and requires eligibility redeterminations at least every six months for the Medicaid expansion

state population. State compliance is required by December 31, 2026.

In addition, the OBBBA includes significant changes to Medicaid funding mechanisms by restricting federal matching funds

received by state Medicaid programs. Effective upon enactment, the law prohibits states from establishing new provider

assessments or taxes, or increasing the rates of existing provider assessments, and, beginning in the federal fiscal year 2028,

phases down the safe harbor threshold for existing provider taxes in Medicaid expansion states, while also limiting the

structure and application of such assessments. The OBBBA also directs the U.S. Department of Health and Human Services

to revise regulations governing state directed payment ("SDP") arrangements to cap total payment rates paid by Medicaid

managed care organizations for certain services at Medicare payment rates instead of average commercial rates and imposes

lower caps in Medicaid expansion states. The revised regulations apply to SDP arrangements established on or after July 4,

2025 unless the program meets certain grandfathering criteria. The OBBBA provides that payments under grandfathered

programs will be reduced beginning January 1, 2028.

The OBBBA also made significant changes to the U.S. federal tax law. Significant tax provisions of the OBBBA that will

impact us include (i) the return to the EBITDA formula used to calculate the business interest expense limitation under

Internal Revenue Code Section 163(j) and (ii) the allowance of 100% bonus depreciation for qualifying property placed in

service after January 19, 2025. The provisions of the OBBBA are not expected to have a material impact on our effective tax

rate.

Because our facilities rely in part on reimbursement from federal health care programs, including Medicaid, for the

reimbursement of services rendered, these changes may have a negative impact on our financial performance. Ongoing

budgetary uncertainties and continued efforts to reduce the federal deficit may result in further payment reductions to both

Medicaid and Medicare programs. For example, legislation that increases the federal deficit in the future could result in

automatic sequestration under the Pay-As-You-Go Act of 2010, which could result in cuts to Medicare reimbursement of up

to 4% if Congress does not take action to waive the sequestration.

In addition to changes made to federal healthcare programs, the OBBBA contains policy changes that are expected to

decrease the number of individuals who obtain health insurance from Affordable Care Act ("ACA") marketplace exchanges.

For example, beginning with plan year 2028, the OBBBA effectively ends automatic renewals of coverage by requiring pre-

enrollment verification of eligibility. In addition, the federal enhanced subsidies of ACA marketplace exchange-based plans

expired at the end of 2025 and were not extended by the OBBBA, which is likely to result in significant cost increases for

ACA plans. We expect the expiration of the enhanced subsidies to adversely impact results in 2026, and the OBBBA reforms

to ACA marketplace exchange-based plans to adversely impact results in future periods, partially offset by our ongoing

resiliency and cost reduction initiatives.

In September 2025, the Centers for Medicare & Medicaid Services ("CMS") began implementing the Rural Health

Transformation Program ("RHTP"), a federal initiative established by the OBBBA to support the stabilization and

modernization of healthcare delivery in rural communities nationwide. The RHTP authorizes total federal funding of $50

billion to be distributed over five federal fiscal years, with $10 billion available annually from federal fiscal years 2026

through 2030. In December 2025, CMS awarded funding allocations to all 50 states. Each state is responsible for determining

the structure and timing of distributions to eligible healthcare participants. Funding may be awarded by states through

subawards, subcontracts, or other arrangements, including payments for qualifying healthcare items and services, subject to

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program requirements, funding policies, and other limitations. All authorized funds must be expended by October 1, 2032.

While the RHTP is intended, in part, to mitigate the impact of certain Medicaid funding reductions enacted as part of the

OBBBA, the total funding available under the program is significantly less than the aggregate Medicaid spending reductions

included in the legislation, and there can be no assurance regarding the amount or timing of any RHTP funding that may

ultimately be available to providers. We are eligible to participate in the RHTP in all of the states in which we operate, and

we will continue to monitor state‑level program development and funding opportunities as implementation progresses.

During the nine months ended September 30, 2026, we received no RHTP funds.

Key Factors Impacting Our Results of Operations

Staffing and Labor

Our operations are dependent on the efforts, abilities and experience of our management and medical support personnel, such

as nurses, pharmacists and lab technicians, as well as our physicians. We compete with other healthcare providers in

recruiting and retaining qualified management and support personnel responsible for the daily operations of each of our

hospitals and other facilities, including nurses and other non-physician healthcare professionals. At times, the availability of

nurses and other medical support personnel has been a significant operating issue for healthcare providers, including at

certain of our facilities. The impact of labor shortages across the healthcare industry may result in other healthcare facilities,

such as nursing homes, limiting admissions, which may constrain our ability to discharge patients to such facilities and

further exacerbate the demand on our resources, supplies and staffing.

We contract with various third parties who provide hospital-based physicians. Third party providers of hospital-based

physicians, including those with whom we contract, have experienced significant disruption in the form of regulatory

changes, including those stemming from enactment of the No Surprises Act, challenging labor market conditions resulting

from a shortage of physicians and inflationary wage-related pressures, as well as increased competition through consolidation

of physician groups. In some instances, providers of outsourced medical specialists have become insolvent and unable to

fulfill their contracts with us for providing hospital-based physicians. The success of our hospitals depends in part on the

adequacy of staffing, including through contracts with third parties. If we are unable to adequately contract with providers, or

the providers with whom we contract become unable to fulfill their contracts, our admissions may decrease, and our operating

performance, capacity and growth prospects may be adversely affected. Further, our efforts to mitigate the potential impact

on our business from third party providers who are unable to fulfill their contracts to provide hospital-based physicians,

including through acquisitions of outsourced medical specialist businesses, employment of physicians and re-negotiation or

assumption of existing contracts, may be unsuccessful. These developments with respect to providers of outsourced medical

specialists, and our inability to effectively respond to and mitigate the potential impact of such developments, may disrupt our

ability to provide healthcare services, which may adversely impact our business, financial condition and results of operations.

We also depend on the available labor pool of semi-skilled and unskilled employees in each of the markets in which we

operate. In some of our markets, employers across various industries have increased minimum wages, which has created

more competition and, in some cases, higher labor costs for this sector of employees.

Supplemental Payments

We receive a significant portion of our revenues from Medicare and Medicaid, and these programs are subject to extensive

regulation and frequent changes. Several states in which we operate utilize Medicaid supplemental payment programs

requiring periodic CMS approval to provide funding that is separate from base rates. These payments help offset shortfalls in

Medicaid reimbursement but generally do not cover the full cost of providing care, particularly after considering state and

local provider taxes used to fund the non‑federal share of Medicaid spending. States and federal agencies continue to review

and adjust supplemental payment structures, and some states have proposed modifications as part of their annual renewal

process with CMS. Recent federal legislation also introduces new limits on the financing and payment levels for certain

programs, which may result in decreased revenue from certain Medicaid supplemental payment programs in future periods

once program changes take effect.

During the three months ended September 30, 2026 and 2025, we recorded revenue of $156.9 million and $186.5 million,

respectively, related to Medicaid supplemental payment programs. During the nine months ended September 30, 2026 and

2025, we recorded revenue of $541.8 million and $550.3 million, respectively, related to Medicaid supplemental payment

programs.

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Seasonality

We typically experience higher patient volumes and revenue in the fourth quarter of each year in our acute care facilities. We

typically experience such seasonal volume and revenue peaks because more people generally become ill during the winter

months, which in turn results in significant increases in the number of patients we treat during those months. In addition,

revenue in the fourth quarter is also impacted by increased utilization of services due to annual deductibles, which are not

usually met until later in the year, and patient utilization of their healthcare benefits before they expire at year-end.

Inflation

The healthcare industry is labor intensive. Wages and other expenses increase during periods of inflation and when labor

shortages occur in the marketplace. In addition, our suppliers pass along rising costs to us in the form of higher prices. We

have implemented cost control measures in an attempt to curb increases in operating costs and expenses. We have generally

offset increases in operating costs by increasing reimbursement for services, expanding services and reducing costs in other

areas. However, we cannot predict our ability to cover or offset future cost increases, particularly any increases in our cost of

providing health insurance benefits to our employees.

Geographic Concentration

The information below provides an overview of our operations in certain markets as of September 30, 2026.

Texas. We operated 13 acute care hospital facilities (including one managed hospital that is owned by The University of

Texas Health Science Center at Tyler, an affiliate of The University of Texas System) with 1,436 licensed beds that serve the

areas of Tyler, Amarillo and Killeen, Texas. For the nine months ended September 30, 2026, we generated 35.5% of our total

revenue in the Texas market.

Oklahoma. We operated eight acute care hospital facilities with 1,173 licensed beds that serve the area of Tulsa, Oklahoma.

For the nine months ended September 30, 2026, we generated 23.1% of our total revenue in the Oklahoma market.

New Mexico. We operated five acute care hospital facilities with 619 licensed beds that serve the areas of Albuquerque and

Roswell, New Mexico. For the nine months ended September 30, 2026, we generated 17.5% of our total revenue in the New

Mexico market.

New Jersey. We operated two acute care hospital facilities with 476 licensed beds that serve the areas of Montclair and

Westwood, New Jersey. For the nine months ended September 30, 2026, we generated 10.3% of our total revenue in the New

Jersey market.

Other Industry Trends

The demand for healthcare services continues to be impacted by the following trends:

•A growing focus on healthcare spending by consumers, employers and insurers, who are actively seeking lower-cost

care solutions;

•A shift in patient volumes from inpatient to outpatient settings due to technological advancements and demand for

care that is more convenient, affordable and accessible;

•The growing aged population, which requires greater chronic disease management and higher-acuity treatment; and

•Ongoing consolidation of providers and insurers across the healthcare industry.

Additionally, the healthcare industry, particularly acute care hospitals, continues to be subject to ongoing regulatory

uncertainty. Changes in federal or state healthcare laws, regulations, funding policies or reimbursement practices, especially

those involving reductions to government payment rates or limitations on what providers may charge, could significantly

impact future revenue and operations. For example, the No Surprises Act prohibits providers from charging patients an

amount beyond the in-network cost sharing amount for services rendered by out-of-network providers, subject to limited

exceptions. For services for which balance billing is prohibited, the No Surprises Act includes provisions that may limit the

amounts received by out-of-network providers from health plans. Any reduction in the rates that we can charge or amounts

we can receive for our services will reduce our total revenue and our operating margins.

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Results of Operations

Revenue and Volume Trends

Our revenue depends upon inpatient occupancy levels, ancillary services and therapy programs ordered by physicians and

provided to patients, the volume of outpatient procedures and the charges and negotiated payment rates for such services.

Total revenue is comprised of net patient service revenue and other revenue. We recognize patient service revenue in the

period in which we provide services. Patient service revenue includes amounts we estimate to be reimbursable by Medicare,

Medicaid and other payors under provisions of cost or prospective reimbursement formulas in effect. The amounts we receive

from these payors are generally less than the established billing rates, and we report patient service revenue net of these

differences (contractual adjustments) at the time we render the services. We also report patient service revenue net of the

effects of other arrangements where we are reimbursed for services at less than established rates, including certain self-pay

adjustments provided to uninsured patients. We also record estimated implicit price concessions (based primarily on

historical collection experience) related to uninsured accounts to record self-pay revenue at the estimated amount expected to

be collected.

Total revenue for the three months ended September 30, 2026 increased $48.1 million, or 3.1%, compared to the same prior

year period. The increase in total revenue for the three months ended September 30, 2026 was driven by an increase in

adjusted admissions of 2.9% and an increase in net patient service revenue per adjusted admission of 0.7%. The increase in

adjusted admissions was primarily attributable to a growth in outpatient service revenue resulting from a combination of

increases in physician and urgent care clinic visits compared to the prior year period and the continued shift in care delivery

from inpatient to outpatient sites of care. The increase in adjusted admissions was also attributable to increases in admissions

and emergency room visits of 0.1% and 1.7%, respectively, and partially offset by a decrease in total surgeries of 1.9%

compared to the prior year period. 

During the three months ended September 30, 2025, a change in accounting estimate resulting from a modification to the

technique used to estimate the collectability of accounts receivable and new information provided by recently completed

hindsight evaluations of historical collection trends resulted in a decrease in revenue of $42.6 million. When total revenue for

the three months ended September 30, 2025 is adjusted to exclude the $42.6 million reduction to revenue attributable to the

change in accounting estimate, net patient service revenue per adjusted admission was $17,730 for the three months ended

September 30, 2025, resulting in a decrease in net patient service revenue per adjusted admission of 2.0% for the three

months ended September 30, 2026 compared to the adjusted prior year period. This decrease was primarily attributable to a

decrease in revenue from Medicaid supplemental payment programs of $29.6 million compared to the same prior year period.

Total revenue for the nine months ended September 30, 2026 increased $129.7 million, or 2.7%, compared to the same prior

year period. The increase in total revenue for the nine months ended September 30, 2026 was driven by an increase in

adjusted admissions of 2.5% and an increase in net patient service revenue per adjusted admission of 0.6%. The increase in

adjusted admissions was primarily attributable to an increase in outpatient service revenue resulting from a combination of

increases in physician and urgent care clinic visits compared to the prior year period and the continued shift in care delivery

from inpatient to outpatient sites of care. The increase in adjusted admissions was partially offset by decreases in admissions,

total surgeries, and emergency room visits of 0.7%, 1.2%, and 0.4%, respectively, compared to the prior year period.

When total revenue for the nine months ended September 30, 2025 is adjusted to exclude the $42.6 million reduction to

revenue attributable to the change in accounting estimate, net patient service revenue per adjusted admission was $17,908 for

the nine months ended September 30, 2025, resulting in a decrease in net patient service revenue per adjusted admission of

0.3% for the nine months ended September 30, 2026 compared to the adjusted prior year period. This decrease was primarily

attributable to a decrease in revenue from Medicaid supplemental payment programs of $8.5 million compared to the prior

year period.

A key competitive strength and a significant component of our growth strategy has been our well-established and

differentiated JV model, which has resulted in partnerships with premier academic medical centers, large not-for-profit

hospital systems, community physicians, and a community foundation. During the three months ended September 30, 2026

and 2025, total revenue related to these entities was $463.1 million and $468.0 million, respectively, which represented

28.5% and 29.7%, respectively, of our total revenue for such periods. During the nine months ended September 30, 2026 and

2025, total revenue related to these entities was $1,398.0 million and $1,356.6 million, respectively, which represented 28.8%

and 28.7%, respectively, of our total revenue for such periods.

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The following table provides the sources of our total revenue by payor:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Medicare	39.5%		38.0%		40.5%		38.9%
Medicaid	9.4%		9.8%		9.7%		9.9%
Other managed care	44.1%		44.5%		43.1%		43.9%
Self-pay and other	5.3%		5.4%		5.2%		5.5%
Net patient service revenue	98.3%		97.7%		98.5%		98.2%
Other revenue	1.7%		2.3%		1.5%		1.8%
Total revenue	100.0%		100.0%		100.0%		100.0%

Operating Results Summary for the Three Months Ended September 30, 2026 and 2025

The following table sets forth, for the periods indicated, the consolidated results of our operations expressed in dollars and as

a percentage of total revenue.

	Three Months Ended September 30,
(Unaudited, dollars in thousands)	2026				2025
	Amount		%		Amount		%
Total revenue	$1,624,856		100.0%		$1,576,746		100.0%
Expenses:
Salaries and benefits	647,940		39.9%		676,962		42.9%
Professional fees	327,805		20.2%		305,083		19.3%
Supplies	283,127		17.4%		275,881		17.5%
Rents and leases	27,785		1.7%		26,386		1.7%
Rents and leases, related party	38,984		2.4%		38,106		2.4%
Other operating expenses	162,814		10.1%		198,714		12.6%
Interest expense	15,317		0.9%		13,914		0.9%
Depreciation and amortization	41,059		2.5%		39,156		2.5%
Loss on extinguishment and modification of debt	—		0.0%		7,344		0.5%
Other non-operating gains	(1,000)		(0.1%)		(2,597)		(0.2%)
Total operating expenses	1,543,831		95.0%		1,578,949		100.1%
Income (loss) before income taxes	81,025		5.0%		(2,203)		(0.1%)
Income tax expense (benefit)	17,638		1.1%		(3,410)		(0.2%)
Net income	63,387		3.9%		1,207		0.1%
Net income attributable to noncontrolling interests	18,871		1.2%		24,685		1.6%
Net income (loss) attributable to Ardent Health, Inc.	$44,516		2.7%		$(23,478)		(1.5%)

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Operating Results Summary for the Nine Months Ended September 30, 2026 and 2025

The following table sets forth, for the periods indicated, the consolidated results of our operations expressed in dollars and as

a percentage of total revenue.

	Nine Months Ended September 30,
(Unaudited, dollars in thousands)	2026				2025
	Amount		%		Amount		%
Total revenue	$4,848,971		100.0%		$4,719,260		100.0%
Expenses:
Salaries and benefits	1,985,557		40.9%		2,006,311		42.5%
Professional fees	972,718		20.1%		882,952		18.7%
Supplies	831,301		17.1%		805,375		17.1%
Rents and leases	82,823		1.7%		81,972		1.7%
Rents and leases, related party	116,356		2.4%		113,975		2.4%
Other operating expenses	502,803		10.4%		493,179		10.5%
Interest expense	40,097		0.8%		42,819		0.9%
Depreciation and amortization	125,387		2.6%		114,666		2.4%
Loss on extinguishment and modification of debt	—		0.0%		7,344		0.2%
Other non-operating gains	(6,890)		(0.1%)		(23,320)		(0.5%)
Total operating expenses	4,650,152		95.9%		4,525,273		95.9%
Income before income taxes	198,819		4.1%		193,987		4.1%
Income tax expense	42,255		0.9%		38,114		0.8%
Net income	156,564		3.2%		155,873		3.3%
Net income attributable to noncontrolling interests	55,299		1.1%		65,018		1.4%
Net income attributable to Ardent Health, Inc.	$101,265		2.1%		$90,855		1.9%

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The following table provides information on certain drivers of our total revenue:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2026	% Change	2025		2026	% Change	2025
Operating Statistics
Total revenue (in thousands)	$1,624,856	3.1%	$1,576,746		$4,848,971	2.7%	$4,719,260
Hospitals operated (at period end) (1)	30	0.0%	30		30	0.0%	30
Licensed beds (at period end) (2)	4,281	0.0%	4,281		4,281	0.0%	4,281
Utilization of licensed beds (3)	49%	0.0%	49%		50%	0.0%	50%
Admissions (4)	41,899	0.1%	41,862		123,935	(0.7)%	124,786
Adjusted admissions (5)	91,933	2.9%	89,328		267,503	2.5%	261,031
Inpatient surgeries (6)	9,250	(5.0)%	9,732		27,612	(4.2)%	28,822
Outpatient surgeries (7)	22,684	(0.6)%	22,813		67,419	0.1%	67,385
Total surgeries	31,934	(1.9)%	32,545		95,031	(1.2)%	96,207
Emergency room visits (8)	163,909	1.7%	161,198		476,973	(0.4)%	479,069
Patient days (9)	193,773	0.1%	193,558		580,125	(0.8)%	584,510
Total encounters (10)	1,627,839	3.2%	1,577,281		4,773,160	5.6%	4,519,815
Average length of stay (11)	4.62	0.0%	4.62		4.68	0.0%	4.68
Net patient service revenue per adjusted admission (12)	$17,370	0.7%	$17,252		$17,857	0.6%	$17,745

(a)"Hospitals operated (at period end)." This metric represents the total number of hospitals operated by us at the end of the applicable period, irrespective of

whether the hospital real estate is (i) owned by us, (ii) leased by us or (iii) held through a controlling interest in a JV. This metric includes the managed clinical

operations of the hospital at UT Health North Campus in Tyler, Texas ("UT Health North Campus Tyler"), a hospital owned by The University of Texas Health

Science Center at Tyler, an affiliate of The University of Texas System. Since we only manage the clinical operations of UT Health North Campus Tyler, the

financial results of such entity are not consolidated by us.

(b)"Licensed beds (at period end)." This metric represents the total number of beds for which the appropriate state agency licenses a facility, regardless of whether

the beds are actually available for patient use.

(c)"Utilization of licensed beds." This metric represents a measure of the actual utilization of our inpatient facilities, computed by (i) dividing patient days by the

number of days in each period, and (ii) further dividing that number by average licensed beds, which is calculated by dividing total licensed beds (at period end)

by the number of days in the period, multiplied by the number of days in the period the licensed beds were in existence.

(d)"Admissions." This metric represents the number of patients admitted for inpatient treatment during the applicable period.

(e)"Adjusted admissions." This metric is used by management as a general measure of combined inpatient and outpatient volume. Adjusted admissions provides

management with a key performance indicator that considers both inpatient and outpatient volumes by applying an inpatient volume measure (admissions) to a

ratio of gross inpatient and outpatient revenue to gross inpatient revenue. Gross inpatient and outpatient revenue reflect gross inpatient and outpatient charges

prior to estimated contractual adjustments, uninsured discounts, implicit price concessions, and other discounts. The calculation of adjusted admissions is

summarized as follows:

Adjusted Admissions  =  Admissions  x  (Gross Inpatient Revenue + Gross Outpatient Revenue)

Gross Inpatient Revenue

(f)"Inpatient surgeries." This metric represents the number of surgeries performed on patients who have been admitted to our hospitals. Pain management, c-

sections, and certain diagnostic procedures are excluded from inpatient surgeries.

(g)"Outpatient surgeries." This metric represents the number of surgeries performed on patients who have not been admitted to our hospitals. Pain management, c-

sections, and certain diagnostic procedures are excluded from outpatient surgeries.

(h)"Emergency room visits." This metric represents the total number of patients provided with emergency room treatment during the applicable period.

(i)"Patient days." This metric represents the total number of days of care provided to patients admitted to our hospitals during the applicable period.

(j)"Total encounters." This metric represents the total number of events where healthcare services are rendered resulting in a billable event during the applicable

period. This includes both hospital and ambulatory patient interactions.

(k)"Average length of stay." This metric represents the average number of days admitted patients stay in our hospitals.

(l)"Net patient service revenue per adjusted admission." This metric represents net patient service revenue divided by adjusted admissions for the applicable

period. Net patient service revenue reflects gross inpatient and outpatient charges less estimated contractual adjustments, uninsured discounts, implicit price

concessions, and other discounts.

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Overview of the Three Months Ended September 30, 2026

Total revenue for the three months ended September 30, 2026 increased $48.1 million, or 3.1%, compared to the same prior

year period. The increase in total revenue for the three months ended September 30, 2026 was driven by an increase in

adjusted admissions of 2.9% and an increase in net patient service revenue per adjusted admission of 0.7%. The increase in

adjusted admissions was primarily attributable to a growth in outpatient service revenue resulting from a combination of

increases in physician and urgent care clinic visits compared to the prior year period and the continued shift in care delivery

from inpatient to outpatient sites of care. The increase in adjusted admissions was also attributable to increases in admissions

and emergency room visits of 0.1% and 1.7%, respectively, and partially offset by a decrease in total surgeries of 1.9%

compared to the prior year period. 

During the three months ended September 30, 2025, a change in accounting estimate resulting from a modification to the

technique used to estimate the collectability of accounts receivable and new information provided by recently completed

hindsight evaluations of historical collection trends resulted in a decrease in revenue of $42.6 million. When total revenue for

the three months ended September 30, 2025 is adjusted to exclude the impact of the $42.6 million reduction to revenue

attributable to the change in accounting estimate, net patient service revenue per adjusted admission was $17,730 for the three

months ended September 30, 2025, resulting in a decrease in net patient service revenue per adjusted admission of 2.0% for

the three months ended September 30, 2026 compared to the adjusted prior year period. This decrease was primarily

attributable to a decrease in revenue from Medicaid supplemental payment programs of $29.6 million compared to the same

prior year period.

Total operating expenses decreased $35.1 million, and 5.1% as a percentage of total revenue, for the three months ended

September 30, 2026 compared to the same prior year period. When total revenue for the three months ended September 30,

2025 is adjusted to exclude the impact of the $42.6 million reduction to revenue attributable to the change in accounting

estimate, total operating expenses represented 97.5% of total revenue compared to 95.0% for the three months ended

September 30, 2026. The decrease in total operating expenses as a percentage of total revenue for the three months ended

September 30, 2026 was primarily driven by decreases in salaries and benefits and other operating expenses compared to the

same prior year period. During the three months ended September 30, 2026, salaries and benefits decreased $29.0 million

compared to the same prior year period as a result of the ongoing execution of strategic productivity initiatives, including a

reduction in contract labor of 44.8%.  Other operating expenses decreased $35.9 million during the three months ended

September 30, 2026 compared to the same prior year period due to an increase in professional liability reserves of $47.2

million recorded in the prior year for adverse prior period claim developments, particularly with respect to our New Mexico

market, combined with increased social inflationary pressures. The decreases in salaries and benefits and other operating

expenses were partially offset by increases in professional fees as a result of increases in amortized software costs and third

party consulting fees.  

Comparison of the Three Months Ended September 30, 2026 and 2025

Total revenue — Total revenue for the three months ended September 30, 2026 increased $48.1 million, or 3.1%, compared

to the same prior year period. The increase in total revenue for the three months ended September 30, 2026 was driven by an

increase in adjusted admissions of 2.9% and an increase in net patient service revenue per adjusted admission of 0.7%. The

increase in adjusted admissions was primarily attributable to a growth in outpatient service revenue resulting from a

combination of increases in physician and urgent care clinic visits compared to the prior year period and the continued shift in

care delivery from inpatient to outpatient sites of care. The increase in adjusted admissions was also attributable to increases

in admissions and emergency room visits of 0.1% and 1.7%, respectively, and partially offset by a decrease in total surgeries

of 1.9% compared to the prior year period. 

During the three months ended September 30, 2025, a change in accounting estimate resulting from a modification to the

technique used to estimate the collectability of accounts receivable and new information provided by recently completed

hindsight evaluations of historical collection trends resulted in a decrease in revenue of $42.6 million. When total revenue for

the three months ended September 30, 2025 is adjusted to exclude the impact of the $42.6 million reduction to revenue

attributable to the change in accounting estimate, net patient service revenue per adjusted admission was $17,730 for the three

months ended September 30, 2025, resulting in a decrease in net patient service revenue per adjusted admission of 2.0% for

the three months ended September 30, 2026 compared to the adjusted prior year period. This decrease was primarily

attributable to a decrease in revenue from Medicaid supplemental payment programs of $29.6 million compared to the same

prior year period.

Salaries and benefits — Salaries and benefits as a percentage of total revenue were 39.9% for the three months ended

September 30, 2026 compared to 42.9% for the same prior year period. When total revenue for the three months ended

September 30, 2025 is adjusted to exclude the impact of the $42.6 million reduction to revenue attributable to the change in

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accounting estimate, salaries and benefits represented 41.8% of total revenue for the three months ended September 30, 2025.

The decrease in salaries and benefits as a percentage of total revenue for the three months ended September 30, 2026 was

primarily attributable to the ongoing execution of strategic productivity initiatives, including a reduction in contract labor of

44.8% compared to the prior year period.

Professional fees — Professional fees as a percentage of total revenue were 20.2% for the three months ended September 30,

2026 compared to 19.3% for the same prior year period. When total revenue for the three months ended September 30, 2025

is adjusted to exclude the impact of the $42.6 million reduction to revenue attributable to the change in accounting estimate,

professional fees represented 18.8% of total revenue for the three months ended September 30, 2025. The increase in

professional fees as a percentage of total revenue for the three months ended September 30, 2026 was primarily attributable

to increases in amortized software costs and third party consulting fees.

Supplies — Supplies as a percentage of total revenue were 17.4% for the three months ended September 30, 2026 compared

to 17.5% for the same prior year period. When total revenue for the three months ended September 30, 2025 is adjusted to

exclude the impact of the $42.6 million reduction to revenue as a result of a change in accounting estimate, supplies

represented 17.0% of total revenue for the three months ended September 30, 2025.

Rents and leases — Rents and leases were $27.8 million and $26.4 million for the three months ended September 30, 2026

and 2025, respectively.

Rents and leases, related party — Rents and leases, related party, consisted of lease expense related to the Ventas Master

Lease, under which we lease 10 of our facilities, and other lease agreements with Ventas for certain medical office buildings.

Rents and leases, related party, were $39.0 million and $38.1 million for the three months ended September 30, 2026 and

2025, respectively.

Other operating expenses — Other operating expenses are comprised primarily of repairs and maintenance, utilities,

insurance (including professional liability insurance) and provider assessments. Other operating expenses as a percentage of

total revenue were 10.1% for the three months ended September 30, 2026 compared to 12.6% for the same prior year period.

When total revenue for the three months ended September 30, 2025 is adjusted to exclude the impact of the $42.6 million

reduction to revenue attributable to the change in accounting estimate, other operating expenses represented 12.3% of total

revenue for the three months ended September 30, 2025. The decrease in other operating expenses as a percentage of total

revenue for the three months ended September 30, 2026 was primarily attributable to an increase in professional liability

reserves of $47.2 million recorded in the prior year period for adverse prior period claim developments, particularly with

respect to our New Mexico market, combined with increased social inflationary pressures. 

Interest expense — Interest expense was $15.3 million and $13.9 million for the three months ended September 30, 2026 and

2025, respectively.

Loss on extinguishment and modification of debt — During the three months ended September 30, 2025, we incurred a loss

on debt extinguishment of $0.5 million related to the write-off of existing deferred financing costs and original issue

discounts and transaction costs of $6.8 million related to the modification of debt associated with the refinancing of our Term

Loan B Credit Agreement on September 18, 2025.

Other non-operating gains — Other non-operating gains were $1.0 million and $2.6 million for the three months ended

September 30, 2026 and 2025, respectively.

Income tax expense — We recorded income tax expense of $17.6 million, which equates to an effective tax rate of 21.8%, for

the three months ended September 30, 2026 compared to income tax benefit of $3.4 million, which equates to an effective tax

rate of 154.8%, for the same prior year period. The decrease in the effective tax rate was driven by the pre-tax loss for the

three months ended September 30, 2025 and the increase in noncontrolling interest earnings as a percentage of the pre-tax

loss.

Net income attributable to noncontrolling interests — During the three months ended September 30, 2026 and 2025, net

income attributable to noncontrolling interests was $18.9 million and $24.7 million, respectively, which consisted of net

income attributable to minority partners’ interests in hospitals and ambulatory services that are owned and operated through

limited liability companies ("LLCs") and consolidated by us. Income from operations before income taxes related to these

LLCs was $61.3 million and $75.7 million for the three months ended September 30, 2026 and 2025, respectively.

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Overview of the Nine Months Ended September 30, 2026

Total revenue for the nine months ended September 30, 2026 increased $129.7 million, or 2.7%, compared to the same prior

year period. The increase in total revenue for the nine months ended September 30, 2026 was driven by an increase in

adjusted admissions of 2.5% and an increase in net patient service revenue per adjusted admission of 0.6%. The increase in

adjusted admissions was primarily attributable to an increase in outpatient service revenue resulting from a combination of

increases in physician and urgent care clinic visits compared to the prior year period and the continued shift in care delivery

from inpatient to outpatient sites of care. The increase in adjusted admissions was partially offset by decreases in admissions,

total surgeries, and emergency room visits of 0.7%, 1.2%, and 0.4%, respectively, compared to the prior year period.

When total revenue for the nine months ended September 30, 2025 is adjusted to exclude the $42.6 million reduction to

revenue attributable to the change in accounting estimate, net patient service revenue per adjusted admission was $17,908 for

the nine months ended September 30, 2025, resulting in a decrease in net patient service revenue per adjusted admission of

0.3% for the nine months ended September 30, 2026 compared to the adjusted prior year period. This decrease was primarily

attributable to a decrease in revenue from Medicaid supplemental payment programs of $8.5 million compared to the prior

year period.

Total operating expenses increased $124.9 million, and were flat as a percentage of total revenue, for the nine months ended

September 30, 2026 compared to the same prior year period. When total revenue for the nine months ended September 30,

2025 is adjusted to exclude the impact of the $42.6 million reduction to revenue attributable to the change in accounting

estimate, total operating expenses represented 95.0% of total revenue compared to 95.9% for the nine months ended

September 30, 2026. The increase in total operating expenses as a percentage of total revenue was primarily driven by an

increase in professional fees as a result of higher costs for hospital-based providers due to rising physician-related expenses

and increases in amortized software costs and third party consulting fees compared to the same prior year period. The

increase in professional fees was partially offset by decreases in salaries and benefits as a result of the ongoing execution of

strategic productivity initiatives, including a reduction in contract labor of 42.6%.

Comparison of the Nine Months Ended September 30, 2026 and 2025

Total revenue — Total revenue for the nine months ended September 30, 2026 increased $129.7 million, or 2.7%, compared

to the same prior year period. The increase in total revenue for the nine months ended September 30, 2026 was driven by an

increase in adjusted admissions of 2.5% and an increase in net patient service revenue per adjusted admission of 0.6%. The

increase in adjusted admissions was primarily attributable to an increase in outpatient service revenue resulting from a

combination of increases in physician and urgent care clinic visits compared to the prior year period and the continued shift in

care delivery from inpatient to outpatient sites of care. The increase in adjusted admissions was partially offset by decreases

in admissions, total surgeries, and emergency room visits of 0.7%, 1.2%, and 0.4%, respectively, compared to the prior year

period.

When total revenue for the nine months ended September 30, 2025 is adjusted to exclude the $42.6 million reduction to

revenue attributable to the change in accounting estimate, net patient service revenue per adjusted admission was $17,908 for

the nine months ended September 30, 2025, resulting in a decrease in net patient service revenue per adjusted admission of

0.3% for the nine months ended September 30, 2026 compared to the adjusted prior year period. This decrease was primarily

attributable to a decrease in revenue from Medicaid supplemental payment programs of $8.5 million compared to the prior

year period.

Salaries and benefits — Salaries and benefits as a percentage of total revenue were 40.9% for the nine months ended

September 30, 2026 compared to 42.5% for the same prior year period. When total revenue for the nine months ended

September 30, 2025 is adjusted to exclude the impact of the $42.6 million reduction to revenue attributable to the change in

accounting estimate, salaries and benefits represented 42.1% of total revenue for the nine months ended September 30, 2025.

The decrease in salaries and benefits as a percentage of total revenue for the nine months ended September 30, 2026 was

primarily attributable to the ongoing execution of strategic productivity initiatives, including a reduction in contract labor of

42.6% compared to the same prior year period. 

Professional fees — Professional fees as a percentage of total revenue were 20.1% for the nine months ended September 30,

2026 compared to 18.7% for the same prior year period. When total revenue for the nine months ended September 30, 2025 is

adjusted to exclude the impact of the $42.6 million reduction to revenue attributable to the change in accounting estimate, 

professional fees represented 18.5% of total revenue for the nine months ended September 30, 2025. The increase in

professional fees as a percentage of total revenue for the nine months ended September 30, 2026 was primarily attributable to

higher costs for hospital-based providers due to rising physician-related expenses and increases in amortized software costs

and third party consulting fees compared to the same prior year period.

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Supplies — Supplies as a percentage of total revenue were 17.1% for each of the nine months ended September 30, 2026 and

2025. When total revenue for the nine months ended September 30, 2025 is adjusted to exclude the impact of the $42.6

million reduction to revenue attributable to the change in accounting estimate, supplies represented 16.9% of total revenue for

the nine months ended September 30, 2025.

Rents and leases — Rents and leases were $82.8 million and $82.0 million for the nine months ended September 30, 2026

and 2025, respectively.

Rents and leases, related party — Rents and leases, related party, consisted of lease expense related to the Ventas Master

Lease and other lease agreements with Ventas for certain medical office buildings. Rents and leases, related party, were

$116.4 million and $114.0 million for the nine months ended September 30, 2026 and 2025, respectively.

Other operating expenses — Other operating expenses as a percentage of total revenue were 10.4% for the nine months ended

September 30, 2026 compared to 10.5% for the same prior year period. When total revenue for the nine months ended

September 30, 2025 is adjusted to exclude the impact of the $42.6 million reduction to revenue attributable to the change in

accounting estimate, other operating expenses represented 10.4% of total revenue for the nine months ended September 30,

2025.

Interest expense — Interest expense was $40.1 million and $42.8 million for the nine months ended September 30, 2026 and

2025, respectively. 

Loss on extinguishment and modification of debt — During the nine months ended September 30, 2025, we incurred a loss on

debt extinguishment of $0.5 million related to the write-off of existing deferred financing costs and original issue discounts

and transaction costs of $6.8 million related to the modification of debt associated with the refinancing of our Term Loan B

Credit Agreement on September 18, 2025.

Other non-operating gains — Other non-operating gains were $6.9 million and $23.3 million for the nine months ended

September 30, 2026 and 2025, respectively. During the nine months ended September 30, 2025, other non-operating gains

included a gain on business interruption insurance proceeds of $21.5 million related to a cybersecurity incident that impacted

our operations and information technology systems in November 2023 (the "Cybersecurity Incident").

Income tax expense — We recorded income tax expense of $42.3 million, which equates to an effective tax rate of 21.3%, for

the nine months ended September 30, 2026 compared to income tax expense of $38.1 million, which equates to an effective

tax rate of 19.6%, for the same prior year period.

Net income attributable to noncontrolling interests — During the nine months ended September 30, 2026 and 2025, net

income attributable to noncontrolling interests was $55.3 million and $65.0 million, respectively, which consisted of net

income attributable to minority partners’ interests in hospitals and ambulatory services that are owned and operated through

LLCs and consolidated by us. Income from operations before income taxes related to these LLCs was $181.9 million and

$206.3 million for the nine months ended September 30, 2026 and 2025, respectively.

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Supplemental Non-GAAP Information

We have included certain financial measures that have not been prepared in a manner that complies with U.S. generally

accepted accounting principles ("GAAP"), including Adjusted EBITDA and Adjusted EBITDAR. We define these terms as

follows:

Performance Measure

•"Adjusted EBITDA" is defined as net income plus (i) provision for income taxes, (ii) interest expense and (iii)

depreciation and amortization expense (or EBITDA), as adjusted to deduct noncontrolling interest earnings, and

excludes the effects of loss on extinguishment and modification of debt; other non-operating losses; Cybersecurity

Incident recoveries, net of incremental information technology and litigation costs; certain legal matters and related

costs; enterprise restructuring costs; exit and acquisition-related costs; enterprise resource planning system

conversion costs; equity-based compensation expense; and loss (income) from disposed operations. See

"Supplemental Non-GAAP Performance Measure."

Valuation Measure

•"Adjusted EBITDAR" is defined as Adjusted EBITDA further adjusted to add back rent expense payable to real

estate investment trusts ("REITs"), which consists of rent expense pursuant to the Ventas Master Lease, lease

agreements with Ventas for 18 medical office buildings and a lease arrangement with Medical Properties Trust, Inc.

("MPT") for Hackensack Meridian Mountainside Medical Center. See "Supplemental Non-GAAP Valuation

Measure."

Supplemental Non-GAAP Performance Measure

Adjusted EBITDA is a non-GAAP performance measure used by our management and external users of our financial

statements, such as investors, analysts, lenders, rating agencies and other interested parties, to evaluate companies in our

industry.

Adjusted EBITDA is a performance measure that is not prepared in accordance with GAAP and is presented in this Quarterly

Report because our management considers it an important analytical indicator that is commonly used within the healthcare

industry to evaluate financial performance and allocate resources. Further, our management believes that Adjusted EBITDA

is a useful financial metric to assess our operating performance from period to period by excluding certain material non-cash

items and unusual or non-recurring items that we do not expect to continue in the future and certain other adjustments we

believe are not reflective of our ongoing operations and our performance.

Because not all companies use identical calculations, our presentation of the non-GAAP measure may not be comparable to

other similarly titled measures of other companies.

While we believe this is a useful supplemental performance measure for investors and other users of our financial

information, you should not consider the non-GAAP measure in isolation or as a substitute for net income or any other items

calculated in accordance with GAAP. Adjusted EBITDA has inherent material limitations as a performance measure, because

it adds back certain expenses to net income, resulting in those expenses not being taken into account in the performance

measure. We have borrowed money, so interest expense is a necessary element of our costs. Because we have material capital

and intangible assets, depreciation and amortization expense are necessary elements of our costs. Likewise, the payment of

taxes is a necessary element of our operations. Because Adjusted EBITDA excludes these and other items, it has material

limitations as a measure of our performance.

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The following table presents a reconciliation of Adjusted EBITDA, a performance measure, to net income, determined in

accordance with GAAP:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2026		2025		2026		2025
Net income	$63,387		$1,207		$156,564		$155,873
Adjusted EBITDA Addbacks:
Income tax expense (benefit)	17,638		(3,410)		42,255		38,114
Interest expense	15,317		13,914		40,097		42,819
Depreciation and amortization	41,059		39,156		125,387		114,666
Noncontrolling interest earnings	(18,871)		(24,685)		(55,299)		(65,018)
Loss on extinguishment and modification of debt	—		7,344		—		7,344
Other non-operating losses (a)	—		353		—		1,130
Cybersecurity Incident recoveries, net (b)	(1,000)		(2,950)		(1,000)		(22,655)
Certain legal matters and related costs	—		—		2,464		—
Enterprise restructuring costs (c)	5,360		2,846		32,160		6,043
Exit and acquisition-related costs (d)	1,614		1,122		4,071		3,486
Enterprise resource planning system conversion costs (e)	5,913		692		11,651		1,319
Equity-based compensation	7,313		9,674		24,194		30,183
Loss (income) from disposed operations	17		(11)		(5,860)		22
Adjusted EBITDA	$137,747		$45,252		$376,684		$313,326

(a)Other non-operating losses include losses realized on certain non-recurring events or events that are non-operational in nature.

(b)Cybersecurity Incident recoveries, net primarily represent gains on insurance recovery proceeds associated with the Cybersecurity Incident, net of

incremental information technology and litigation costs. During the three and nine months ended September 30, 2026, the Company recognized a gain

of $1.0 million associated with the release of an accrual for expected litigation-related costs.

(c)Enterprise restructuring costs represent expenses related to employee termination benefits of $0.2 million and $2.8 million for the three months ended

September 30, 2026 and 2025, respectively, and $21.5 million and $6.0 million for the nine months ended September 30, 2026 and 2025, respectively,

for position eliminations and executive leadership departures as part of strategic organizational changes, and third-party professional fees and expenses

for advisory services related to enterprise restructuring activities of $5.2 million and $10.7 million for the three and nine months ended September 30,

2026, respectively. Employee termination benefit costs reflect severance and related employee benefit expenses associated with a discrete enterprise

restructuring program designed to streamline and improve the Company's organizational structure.

(d)Exit and acquisition-related costs represent penalties and costs incurred for terminating pre-existing contracts at acquired facilities of $0.8 million and

$0.2 million for the three months ended September 30, 2026 and 2025, respectively, and $0.9 million and $0.5 million for the nine months ended

September 30, 2026 and 2025, respectively, third-party professional fees and expenses incurred in connection with potential and completed

acquisitions of $0.6 million for the three months ended September 30, 2026, and $2.6 million and $0.8 million for the nine months ended September

30, 2026 and 2025, respectively, and system integration costs for completed acquisitions of $0.2 million and $0.9 million for the three months ended

September 30, 2026 and 2025, respectively, and $0.6 million and $2.2 million for the nine months ended September 30, 2026 and 2025, respectively.

(e)Enterprise resource planning system conversion costs represent various costs incurred related to a single system conversion project to implement a new

enterprise resource planning system. These costs include third-party professional fees and expenses incurred in connection with the conversion project

of $5.2 million and $0.6 million for the three months ended September 30, 2026 and 2025, respectively, and $10.7 million and $1.2 million for the nine

months ended September 30, 2026 and 2025, respectively, and contract labor expense directly related to the conversion project of $0.8 million and $0.1

million for the three months ended September 30, 2026 and 2025, respectively, and $1.0 million and $0.1 million for the nine months ended September

30, 2026 and 2025, respectively. These costs do not include post-implementation licensing, maintenance and operating costs associated with the new

enterprise resource planning system.

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Liquidity and Capital Resources

Liquidity

Our primary sources of liquidity are available cash and cash equivalents, cash flows from our operations and available

borrowings under our ABL Facilities (as defined below). Our primary cash requirements are our operating expenses, the

service of our debt, capital expenditures on our existing properties, acquisitions of hospitals and other healthcare facilities,

and distributions to noncontrolling interests. We believe the combination of cash flow from operations and available cash and

borrowings will be adequate to meet our short-term liquidity needs. Our ability to make scheduled payments of principal, pay

interest on, or refinance, our indebtedness, pay distributions or fund planned capital expenditures will depend on our ability to

generate cash in the future. This ability is, to a certain extent, subject to general economic, financial, competitive, legislative,

regulatory and other factors that are beyond our control.

On or about August 29, 2026, we reached a settlement on a professional liability suit involving four plaintiffs. The settlement

calls for $40.0 million to be paid to the plaintiffs prior to the end of 2026. We may be required to fund portions of the

settlement before receiving corresponding insurance recoveries. We expect to fund any temporary difference using cash on

hand. Please refer to Note 9, Commitments and Contingencies, to our accompanying condensed consolidated financial

statements included elsewhere in this Quarterly Report for more information.

At September 30, 2026, we had total cash and cash equivalents of $766.2 million and available liquidity of $1,009.8 million.

Our available liquidity was comprised of $766.2 million of total cash and cash equivalents plus $243.6 million in available

capacity under the ABL Credit Agreement, which is reduced by outstanding borrowings and outstanding letters of credit. At

September 30, 2026, our net leverage ratio was 0.8x, and our lease-adjusted net leverage ratio was 2.5x. Our lease-adjusted

net leverage is calculated as net debt, plus 8.0x trailing twelve month REIT rent expense, divided by the trailing twelve

month Adjusted EBITDAR as of September 30, 2026.

Cash Flows

The following table summarizes certain elements of the statements of cash flows (in thousands):

	Nine Months Ended September 30,
	2026		2025
Net cash provided by operating activities	$258,440		$247,075
Net cash used in investing activities	(107,219)		(128,001)
Net cash used in financing activities	(94,584)		(66,418)

Operating Activities  

Cash flows provided by operating activities for the nine months ended September 30, 2026 totaled $258.4 million compared

to $247.1 million for the same prior year period. The increase in operating cash flows during the nine months ended

September 30, 2026 was primarily attributable to positive changes in net working capital of $26.3 million. The changes in net

working capital primarily consisted of decreases in prepaid expenses and other current assets partially offset by decreases in

accounts payable and other accrued expenses and liabilities primarily driven by the timing of Medicaid supplemental program

funding and assessments. Working capital during the nine months ended September 30, 2026 was further impacted by

differences in the timing of cash collections of accounts receivable.

Investing Activities

Cash flows used in investing activities for the nine months ended September 30, 2026 totaled $107.2 million compared to

$128.0 million for the same prior year period. Capital expenditures for property and equipment were $115.6 million and

$127.9 million for the nine months ended September 30, 2026 and 2025, respectively.

Financing Activities

Cash flows used in financing activities for the nine months ended September 30, 2026 totaled $94.6 million compared to

$66.4 million for the same prior year period. During the nine months ended September 30, 2026, cash flows used in financing

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activities included distributions paid to noncontrolling interests of $68.4 million, payments of principal on long-term debt of

$10.8 million, net proceeds from insurance financing arrangements of $9.1 million, and repurchases of common stock of

$24.0 million.

Cash flows used in financing activities for the nine months ended September 30, 2025 included distributions paid to

noncontrolling interests of $62.4 million, payments of principal on long-term debt of $4.5 million, payment of debt issuance

costs of $2.6 million, and net proceeds from insurance financing arrangements of $4.9 million.

Capital Expenditures

We make significant, targeted investments to maintain and modernize our facilities, introduce new technologies, and expand

our service offerings. We expect to finance future capital expenditures with internally generated and borrowed funds. Capital

expenditures for property and equipment were $115.6 million and $127.9 million for the nine months ended September 30,

2026 and 2025, respectively.

Ventas Master Lease

Effective August 4, 2015, we sold the real property for 10 of our hospitals to Ventas, which is a related party as, prior to our

initial public offering ("IPO"), it was a common unit holder of Ardent Health Partners, LLC and owned shares of common

stock of AHP Health Partners and had a representative serving on our board of managers. Concurrent with this transaction,

we entered into a 20-year master lease agreement that expires in August 2035 (with a renewal option for an additional ten

years) to lease back the real estate. We lease 10 of our hospitals pursuant to the Ventas Master Lease. As of September 30,

2026, Ventas beneficially owned approximately 6.6% of our outstanding common stock.

The Ventas Master Lease includes a number of significant operating and financial restrictions, including requirements that we

maintain a minimum portfolio coverage ratio of 2.2x and a guarantor fixed charge coverage ratio of 1.2x and do not exceed a

guarantor net leverage ratio of 6.75x. In addition, the Relative Rights Agreement entered into by and among Ventas, the

5.75% Senior Notes trustee and the administrative agents under our Senior Secured Credit Facilities (as defined below) in

connection with the series of debt transactions completed during the year ended December 31, 2021 to refinance our then-

existing debt, among other things, (i) sets forth the relative rights of Ventas and the administrative agents with respect to the

properties and collateral related to the Ventas Master Lease and securing our Senior Secured Credit Facilities, (ii) caps the

amount of indebtedness incurred or guaranteed by our subsidiaries that are tenants under the Ventas Master Lease ("Tenants")

(together with such Tenants' guarantees of the notes and the Senior Secured Credit Facilities and all other indebtedness

incurred or guaranteed by such Tenants) at $375.0 million and (iii) imposes certain incurrence tests on the incurrence of

additional indebtedness by such Tenants and by us.

We recorded rent expense of $39.0 million and $38.1 million for the three months ended September 30, 2026 and 2025,

respectively, and $116.4 million and $114.0 million for the nine months ended September 30, 2026 and 2025, respectively,

related to the Ventas Master Lease and other lease agreements with Ventas for certain medical office buildings.

Senior Secured Credit Facilities

Effective August 24, 2021, we entered into a senior secured term loan facility (the "Term Loan B Facility"). The credit

agreement governing the Term Loan B Facility (the "Term Loan B Credit Agreement") provided funding up to a principal

amount of $900.0 million with a seven-year maturity. Principal under the Term Loan B Facility was due in quarterly

installments of 0.25% of the initial $900.0 million principal amount as of the execution of the credit agreement (subject to

certain reductions from time to time as a result of the application of prepayments), with the remaining balance due upon

maturity of the Term Loan B Facility. Effective June 8, 2023, we amended the Term Loan B Credit Agreement to replace the

London Interbank Offered Rate ("LIBOR") with the Term Secured Overnight Financing Rate ("SOFR") and Daily Simple

SOFR (each as defined in the amended Term Loan B Credit Agreement) as the reference interest rate. On June 26, 2024, we

prepaid $100.0 million of the $877.5 million outstanding borrowings under the Term Loan B Facility using cash on hand,

which prepaid all remaining required quarterly principal payments; no modification was made to the Term Loan B Credit

Agreement as a result of this prepayment. Effective July 19, 2024, pursuant to the terms of the Term Loan B Credit

Agreement and as a result of the IPO, the applicable margin was automatically reduced by 25 basis points to 3.25% over

Term SOFR and 2.25% over the base rate. On September 18, 2024, we executed an amendment to reprice our Term Loan B

Credit Agreement. The repricing reduced the applicable interest rate by 50 basis points from Term SOFR plus 3.25% to Term

SOFR plus 2.75% and from the base rate plus 2.25% to the base rate plus 1.75%, and it eliminated the credit spread

adjustment. No modifications were made to the maturity of the loans as a result of the repricing, and all other terms of the

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Term Loan B Credit Agreement were substantially unchanged. On September 18, 2025, we executed an amendment to the

Term Loan B Credit Agreement to refinance the outstanding term loans under the Term Loan B Facility. The amendment (i)

reduced the applicable interest rate by 50 basis points from Term SOFR (as defined in the amended Term Loan B Credit

Agreement) plus 2.75% to Term SOFR plus 2.25% and from the base rate plus 1.75% to the base rate plus 1.25%, (ii)

extended the maturity date to September 18, 2032, (iii) increased the baskets for certain fixed dollar negative covenants and

(iv) reestablished principal payments under the amended Term Loan B Facility, which are due in consecutive equal quarterly

installments of 0.25% of the refinanced $777.5 million principal amount beginning on December 31, 2025 (subject to certain

reductions from time to time as a result of the application of prepayments), with the remaining balance due upon the new

maturity date in September 2032.

Effective July 8, 2021, we entered into a $225.0 million senior secured asset based revolving credit facility (the "ABL Credit

Agreement"), which was amended to extend the maturity and increase the revolving commitment on June 26, 2024. The ABL

Credit Agreement (as so amended) consists of a $325.0 million senior secured asset-based revolving credit facility with a five

year maturity, comprised of (i) a $275.0 million non-UT Health East Texas borrowers tranche (the "non-UT Health East

Texas ABL Facility") and (ii) a $50.0 million UT Health East Texas borrowers tranche available to our AHS East Texas

Health System, LLC subsidiary and certain of its subsidiaries (the "UT Health East Texas ABL Facility" and, together with

the non-UT Health East Texas ABL Facility, the "ABL Facilities"), each subject to a borrowing base. The ABL Facilities

mature on June 26, 2029. On September 18, 2025, we further amended the ABL Credit Agreement to align its covenants to

those in the amended Term Loan B Credit Agreement.

We refer to the Term Loan B Facility and the ABL Facilities collectively herein as the "Senior Secured Credit Facilities."

Subject to certain exceptions, the ABL Facilities are secured by first priority liens over substantially all of our and each

guarantor's accounts and other receivables, chattel paper, deposit accounts and securities accounts, general intangibles,

instruments, investment property, commercial tort claims and letters of credit relating to the foregoing, along with books,

records and documents, and proceeds thereof (the "ABL Priority Collateral"), and a second priority lien over substantially all

of our and each guarantor's other assets (including all of the capital stock of the domestic guarantors and first priority

mortgage liens on any fee-owned real property valued in excess of $5,000,000) (the "Term Priority Collateral"). The

obligations of the UT Health East Texas ABL Facility are not secured by the assets of the subsidiaries that are also Tenants

and certain other subsidiaries related to the Tenants. The obligations under the Term Loan B Facility and the ABL Facilities

in excess of the maximum aggregate dollar cap amount permitted to be guaranteed by the Tenants are not secured by the

assets of the Tenants.

The Term Loan B Facility is secured by a first priority lien on the Term Priority Collateral and a second priority lien on the

ABL Priority Collateral. Certain excluded assets are not included in the Term Priority Collateral or the ABL Priority

Collateral. The obligations under the Term Loan B Facility and the ABL Facilities in excess of the maximum aggregate dollar

cap amount permitted to be guaranteed by the Tenants are not secured by the assets of the Tenants.

Borrowings under the Term Loan B Facility bear interest at a rate per annum equal to, at our option, either (i) a base rate

determined by reference to the highest of (a) the federal funds effective rate plus 0.50%, (b) the rate last quoted by Bank of

America as the "Prime Rate" in the United States for U.S. dollar loans, and (c) Term SOFR applicable for an interest period

of one month (not to be less than 0.50% per annum), plus 1.00% per annum, in each case, plus an applicable margin, or (ii)

Term SOFR (not to be less than 0.50% per annum) for the interest period selected, in each case, plus an applicable margin.

The current applicable margin under the Term Loan B Credit Agreement is equal to 1.25% for base rate borrowings and

2.25% for Term SOFR borrowings.

As amended and refinanced on September 18, 2025, the Term Loan B Facility requires quarterly installment payments of

0.25% of the refinanced balance of $777.5 million, with the remaining principal balance due upon maturity. The ABL

Facilities do not require installment payments.

At the election of the borrowers under the applicable ABL Facility loan, the interest rate per annum applicable to loans under

the ABL Facilities is based on a fluctuating rate of interest determined by reference to either (i) the base rate plus an

applicable margin or (ii) Term SOFR (not to be lower than 0.00% per annum) for the interest period selected, plus an

applicable margin. The applicable margin is determined based on the percentage of the average daily availability of the

applicable ABL Facility. For the non-UT Health East Texas ABL Facility loan, the applicable margin ranges from 0.50% to

1.00% for base rate borrowings and 1.50% to 2.00% for Term SOFR borrowings. The applicable margin for the UT Health

East Texas ABL Facility loan ranges from 1.50% to 2.00% for base rate borrowings and 2.50% to 3.00% for Term SOFR

borrowings.

Subject to certain exceptions (including with regard to the ABL Priority Collateral), thresholds and reinvestment rights, the

Term Loan B Facility is subject to mandatory prepayments with respect to:

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•net cash proceeds of issuances of debt by AHP Health Partners or any of its restricted subsidiaries that are not

permitted by the Term Loan B Facility;

•subject to certain thresholds, reinvestment permissions and carve-outs, 100% (with step-downs to 50% and 0%,

based upon achievement of specified senior secured net leverage ratio levels) of net cash proceeds of certain asset

sales;

•subject to certain thresholds, reinvestment permissions and carve-outs, 100% (with step-downs to 50% and 0%,

based upon achievement of specified senior secured net leverage ratio levels) of net cash proceeds of certain

insurance and condemnation events;

•50% (with step-downs to 25% and 0%, based upon achievement of specified senior secured net leverage ratio levels)

of annual excess cash flow, net of certain voluntary prepayments of secured indebtedness, of AHP Health Partners

and its subsidiaries commencing with the fiscal year ending December 31, 2022; and

•net cash proceeds received in connection with any exercise of the purchase option of the loans by Ventas under the

Relative Rights Agreement.

5.75% Senior Notes due 2029

AHP Health Partners (the "Issuer") issued the 5.75% Senior Notes in an exempt offering pursuant to Rule 144A and

Regulation S under the Securities Act of 1933, as amended, that was completed on July 8, 2021. The terms of the 5.75%

Senior Notes, which mature on July 15, 2029, are governed by an indenture, dated as of July 8, 2021 (the "2029 Notes

Indenture"), among the Issuer, us and certain of the Issuer's wholly-owned domestic subsidiaries, as guarantors, and U.S.

Bank, National Association, as trustee. The 2029 Notes Indenture provides that the 5.75% Senior Notes are general senior

unsecured obligations of the Issuer, which are unconditionally guaranteed on a senior unsecured basis by us and certain

subsidiaries of the Issuer.

The 5.75% Senior Notes bear interest at a rate of 5.75% per annum, which is payable semi-annually, in cash in arrears, on

January 15 and July 15 of each year.

The Issuer may redeem the 5.75% Senior Notes, in whole or in part, at any time and from time to time, at a redemption price

equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, subject to

compliance with certain conditions.

If the Issuer experiences certain change of control events, the Issuer must offer to repurchase all of the 5.75% Senior Notes

(unless otherwise redeemed) at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if

any, to the repurchase date. If the Issuer sells certain assets and does not reinvest the net proceeds or repay senior debt in

compliance with the 2029 Notes Indenture, it must offer to repurchase the 5.75% Senior Notes at 100% of the principal

amount thereof, plus accrued and unpaid interest, if any, to the repurchase date.

Contractual Obligations and Contingencies

The following table provides a summary of our commitments and contractual obligations for debt, minimum lease payment

obligations under non-cancelable leases and other obligations as of September 30, 2026 (in thousands):

	Payments Due by Period
	Total	Less than 1 Year	1-3 Years	3-5 Years	After 5 Years
Long-term debt obligations, with interest	$1,445,405	$27,063	$166,405	$423,186	$828,751
Deferred financing obligations, with interest	41,026	5,999	20,274	13,644	1,109
Operating leases	2,790,819	51,365	397,530	360,410	1,981,514
Estimated self-insurance liabilities	204,558	28,351	26,517	99,053	50,637
Total	$4,481,808	$112,778	$610,726	$896,293	$2,862,011

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Outstanding letters of credit are required principally by certain insurers and states to collateralize our workers' compensation

programs and self-insured retentions associated with our professional and general liability insurance programs. As of

September 30, 2026, we maintained outstanding letters of credit of approximately $29.7 million, which included interest of

$2.4 million.

Supplemental Non-GAAP Valuation Measure

Adjusted EBITDAR is a commonly used non-GAAP valuation measure used by our management, research analysts,

investors and other interested parties to evaluate and compare the enterprise value of different companies in our industry.

Adjusted EBITDAR excludes: (1) certain material non-cash items and unusual or non-recurring items that we do not expect

to continue in the future; (2) certain other adjustments that do not impact our enterprise value; and (3) rent expense payable to

REITs. We operate 30 acute care hospitals, 12 of which we lease from two REITs, Ventas and MPT, pursuant to long-term

lease agreements. Additionally, we lease 18 medical office buildings from Ventas pursuant to lease agreements with initial

terms of 12 years and eight options to renew for additional five-year terms. Our management views the long-term lease

agreements with Ventas and MPT as more like financing arrangements than true operating leases, with the rent payable to

such REITs being similar to interest expense. As a result, our capital structure is different than many of our competitors,

especially those whose real estate portfolio is predominately owned and not leased. Excluding the rent payable to such REITs

allows investors to compare our enterprise value to those of other healthcare companies without regard to differences in

capital structures, leasing arrangements and geographic markets, which can vary significantly among companies. Our

management also uses Adjusted EBITDAR as one measure in determining the value of prospective acquisitions or

divestitures. Finally, financial covenants in certain of our lease agreements, including the Ventas Master Lease, use Adjusted

EBITDAR as a measure of compliance. Adjusted EBITDAR does not reflect our cash requirements for leasing commitments.

As such, our presentation of Adjusted EBITDAR should not be construed as a performance or liquidity measure.

Because not all companies use identical calculations, our presentation of the non-GAAP measure may not be comparable to

other similarly titled measures of other companies.

While we believe this is a useful supplemental valuation measure for investors and other users of our financial information,

you should not consider the non-GAAP measure in isolation or as a substitute for net income or any other items calculated in

accordance with GAAP. Adjusted EBITDAR has inherent material limitations as a valuation measure, because it adds back

certain expenses to net income, resulting in those expenses not being taken into account in the valuation measure. The

payment of rent is a necessary element of our valuation. Because Adjusted EBITDAR excludes this and other items, it has

material limitations as a measure of our valuation.

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The following table presents a reconciliation of Adjusted EBITDAR, a valuation measure, to net income, determined in

accordance with GAAP:

	Three Months Ended September 30,		Nine Months Ended September 30,
(in thousands)	2026		2026
Net income	$63,387		$156,564
Adjusted EBITDAR Addbacks:
Income tax expense	17,638		42,255
Interest expense	15,317		40,097
Depreciation and amortization	41,059		125,387
Noncontrolling interest earnings	(18,871)		(55,299)
Cybersecurity Incident recoveries, net (a)	(1,000)		(1,000)
Certain legal matters and related costs	—		2,464
Enterprise restructuring costs (b)	5,360		32,160
Exit and acquisition-related costs (c)	1,614		4,071
Enterprise resource planning system conversion costs (d)	5,913		11,651
Equity-based compensation	7,313		24,194
Loss (income) from disposed operations	17		(5,860)
Rent expense payable to REITs (e)	41,875		125,010
Adjusted EBITDAR	$179,622		$501,694

(a)Cybersecurity Incident recoveries, net primarily represent gains on insurance recovery proceeds associated with the Cybersecurity Incident, net of

incremental information technology and litigation costs. During the three and nine months ended September 30, 2026, the Company recognized a

gain of $1.0 million associated with the release of an accrual for expected litigation-related costs.

(b)Enterprise restructuring costs represent expenses related to employee termination benefits of $0.2 million and $21.5 million for the three and nine

months ended September 30, 2026, respectively, for position eliminations and executive leadership departures as part of strategic organizational

changes, and third-party professional fees and expenses for advisory services related to enterprise restructuring activities of $5.2 million and

$10.7 million for the three and nine months ended September 30, 2026, respectively. Employee termination benefit costs reflect severance and

related employee benefit expenses associated with a discrete enterprise restructuring program designed to streamline and improve the Company's

organizational structure.

(c)Exit and acquisition-related costs represent penalties and costs incurred for terminating pre-existing contracts at acquired facilities of $0.8 million

and $0.9 million for the three and nine months ended September 30, 2026, respectively, third-party professional fees and expenses incurred in

connection with potential and completed acquisitions of $0.6 million and $2.6 million for the three and nine months ended September 30, 2026,

respectively, and system integration costs for completed acquisitions of $0.2 million and $0.6 million for the three and nine months ended

September 30, 2026, respectively.

(d)Enterprise resource planning system conversion costs represent various costs incurred related to a single system conversion project to implement

a new enterprise resource planning system. These costs include third-party professional fees and expenses incurred in connection with the

conversion project of $5.2 million and $10.7 million for the three and nine months ended September 30, 2026, respectively, and contract labor

expense directly related to the conversion project of $0.8 million and $1.0 million for the three and nine months ended September 30, 2026,

respectively. These costs do not include post-implementation licensing, maintenance and operating costs associated with the new enterprise

resource planning system.

(e)Rent expense payable to REITs for the three and nine months ended September 30, 2026 consists of rent expense of $39.0 million and $116.4

million, respectively, related to the Ventas Master Lease and other lease agreements with Ventas for medical office buildings and rent expense of

$2.9 million and $8.6 million, respectively, related to a lease arrangement with MPT for the lease of Hackensack Meridian Mountainside Medical

Center.

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect

reported amounts and related disclosures. We regularly evaluate the accounting policies and estimates we use. In general, we

base the estimates on historical experience and on assumptions that we believe to be reasonable, given the particular

circumstances in which we operate. Actual results may vary from those estimates. We consider our critical accounting

estimates to be those that (i) involve significant judgments and uncertainties, (ii) require estimates that are more difficult for

management to determine, and (iii) may produce materially different outcomes under different conditions or when using

different assumptions.

Our critical accounting estimates include revenue recognition, risk management and self-insured liabilities, and income taxes.

There have been no changes to our critical accounting policies and estimates or their application since the date of the Annual

Report. Refer to the Annual Report for a complete and comprehensive discussion of these policies and estimates.

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ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are subject to market risk from exposure to changes in interest rates based on our financing, investing and cash

management activities. We do not, however, hold or issue financial instruments or derivatives for trading or speculative

purposes. At September 30, 2026, the following components of our Senior Secured Credit Facilities bore interest at variable

rates at specified margins above either the agent bank's alternate base rate or Term SOFR: (i) a $777.5 million, seven-year

term loan; and (ii) a $325.0 million, five-year asset-based revolving credit facility. As of September 30, 2026, we had

outstanding variable rate debt of $760.7 million.

At September 30, 2026, we had interest rate swap agreements with notional amounts totaling $400.4 million, expiring June

26, 2029. Please refer to Note 5, Interest Rate Swap Agreements, to our accompanying condensed consolidated financial

statements included elsewhere in this Quarterly Report for more information on the interest rate swap agreements. Under the

February 2025 Agreements, expiring June 26, 2029, we are required to make monthly fixed rate payments at annual rates

ranging from 3.97% to 3.98% and the counterparties are required to make monthly floating rate payments to us based on one-

month Term SOFR, each subject to a floor of 0.50%.

Although changes in the alternate base rate or Term SOFR would affect the cost of funds borrowed in the future, we believe

the effect, if any, of reasonably possible near-term changes in interest rates on our variable rate debt on our consolidated

financial position, results of operations or cash flows would not be material. Based on the outstanding borrowings and impact

of the interest rate swaps in place at September 30, 2026, a one percent change in the interest rate would result in a $3.8

million increase or decrease in our annual interest expense.

We currently believe we have adequate liquidity to fund operations during the near term through the generation of operating

cash flows, cash on hand and access to our ABL Facilities. Our ability to borrow funds under our ABL Facilities is subject to,

among other things, the financial viability of the participating financial institutions. While we do not anticipate any of our

current lenders defaulting on their obligations, we are unable to provide assurance that any particular lender will not default at

a future date.

ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and our principal financial officer, evaluated, as of

the end of the period covered by this Quarterly Report, the effectiveness of our disclosure controls and procedures. Based on

this evaluation of our disclosure controls and procedures as of September 30, 2026, our principal executive officer and

principal financial officer concluded that our disclosure controls and procedures as of such date were effective at the

reasonable assurance level. The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under

the Securities Exchange Act of 1934, as amended (the "Exchange Act"), means controls and other procedures of a company

that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under

the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and

forms. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide

only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the

cost-benefit relationship of possible controls and procedures.

Changes in Internal Control over Financial Reporting

During the three months ended September 30, 2026, there have been no changes in our internal control over financial

reporting, as such term is defined in Rules 13a-15(f) and 15(d)-15(f) promulgated under the Exchange Act, that have

materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Because we provide healthcare services in a highly regulated industry, we have been, are, and expect to continue to be, party

to various lawsuits and regulatory investigations from time to time. Refer to the "Litigation and Regulatory Matters" section

of Note 9, Commitments and Contingencies, in the notes to the condensed consolidated financial statements contained

elsewhere in this Quarterly Report, which is incorporated by reference herein.

ITEM 1A.  RISK FACTORS

There have been no material changes to the risk factors previously disclosed in the section entitled "Risk Factors" included in

the Annual Report, which are incorporated by reference herein.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In November 2025, our Board of Directors authorized a stock repurchase program pursuant to which we may repurchase an

aggregate of up to $50.0 million of our common stock through open market purchases, privately negotiated transactions,

block trades or other transactions in accordance with applicable securities laws, subject to market conditions and other

factors. Subsequently, in September 2026, our Board of Directors authorized a $25.0 million increase to the stock repurchase

program, increasing the aggregate amount of common stock we may repurchase under the program to $75.0 million. The

program has no expiration date. At September 30, 2026, there was approximately $48.0 million of stock repurchase

authorization remaining under the stock repurchase program. All repurchases under the program during the three months

ended September 30, 2026, as shown below, were made in the open market.

During the three months ended September 30, 2026, we made the following purchases of our equity securities that are

registered pursuant to Section 12(b) of the Exchange Act (dollars in millions, except per share amounts):

Period			Total Number of Shares Purchased(1)		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Dollar Value That May Yet Be Purchased Under Publicly Announced Plans or Programs
July 1, 2026 - July 31, 2026			717,336		$10.33		715,000		$26.2
August 1, 2026 - August 31, 2026			156,500		$10.89		156,500		$24.5
September 1, 2026 - September 30, 2026			187,356		$10.96		168,000		$48.0
Total			1,061,192		$10.52		1,039,500
(1)	Includes 21,692 shares withheld by us to satisfy the payment of tax obligations related to the vesting of restricted stock unit awards.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.  OTHER INFORMATION

During the three months ended September 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the

Exchange Act) adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as

each term is defined in Item 408(a) of Regulation S-K.

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ITEM 6.  EXHIBITS

Exhibit Number		Description
2.1		Plan of Conversion (incorporated by reference to Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2024)
3.1		Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on August 6, 2025)
3.2		Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on May 23, 2025)
31.1*		Certification of Principal Executive Officer pursuant to SEC Rule 13a-14(a)/15d-14(a)
31.2*		Certification of Principal Financial Officer pursuant to SEC Rule 13a-14(a)/15d-14(a)
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith

** This certification will not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Such

certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act,

except to the extent specifically incorporated by reference into such filing.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed

on its behalf by the undersigned thereunto duly authorized.

ARDENT HEALTH, INC.

Date: November 5, 2026	By:	/s/ Alfred Lumsdaine
		Alfred Lumsdaine
		Executive Vice President, Chief Financial Officer
		(Principal Financial Officer)