Ardent Health (NYSE: ARDT) elevates Dave Caspers to CEO and reaffirms 2026 EBITDA outlook

Rhea-AI Filing Summary

Ardent Health, Inc. appointed former Chief Operating Officer Dave Caspers as President and Chief Executive Officer and to its Board, effective June 2, 2026, succeeding Marty Bonick, who has separated from the company and stepped down from the Board.

Ardent entered into a new employment agreement with Mr. Caspers that runs initially through May 31, 2029 and provides a base salary of $900,000, a target annual bonus opportunity of 105% of base salary for 2026, eligibility for equity awards under the 2024 Omnibus Incentive Award Plan, and standard executive benefits.

If he is terminated without cause or resigns for good reason, Mr. Caspers is eligible for cash severance equal to two times salary plus target bonus and up to 18 months of continued health benefits, increasing to three times salary plus target bonus for qualifying terminations around a change in control. He is also subject to a 24‑month post-employment non‑competition and non‑solicitation covenant.

In an accompanying press release, Ardent highlighted Mr. Caspers’ operational background at Walmart Health, Banner Health, Target, and Leslie’s and noted his leadership of the company’s IMPACT margin-improvement program. The company reported volume softness in the second quarter but reaffirmed its full‑year 2026 Adjusted EBITDA guidance of $485 million to $535 million.

Insights

Healthcare equities analyst

CEO transition to internal operator while 2026 EBITDA guidance is reaffirmed.

Ardent Health is transitioning leadership from Marty Bonick to former COO Dave Caspers, formalized through a multi‑year contract with typical severance and non‑compete protections. Caspers’ background emphasizes large-scale healthcare operations and prior oversight of Ardent’s IMPACT margin and performance initiatives.

The company acknowledges volume softness in the second quarter but maintains full‑year $485–$535 million Adjusted EBITDA guidance for 2026, suggesting current trends are viewed as manageable with ongoing cost and efficiency actions. Overall, this filing combines succession planning detail with a steady near‑term financial outlook based on management’s existing guidance.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

2026 Adjusted EBITDA guidance: $485–$535 million CEO base salary: $900,000 per year Target bonus percentage: 105% of base salary +4 more

7 metrics

2026 Adjusted EBITDA guidance $485–$535 million Full-year 2026 guidance reaffirmed by CFO

CEO base salary $900,000 per year Annual base salary for Dave Caspers under employment agreement

Target bonus percentage 105% of base salary Target annual bonus opportunity for 2026 for Dave Caspers

Standard severance multiple 2x salary plus target bonus Cash severance for termination without cause or for good reason

Change-in-control severance multiple 3x salary plus target bonus Cash severance for qualifying terminations around a change in control

Health benefit continuation Up to 18 months Reimbursement of health, dental and/or vision coverage post-termination

Non-compete duration 24 months Post-employment non-competition and non-solicitation period

Key Terms

Adjusted EBITDA, Change in Control, Good Reason, IMPACT program, +1 more

5 terms

Adjusted EBITDA financial

"we are reaffirming our full-year 2026 Adjusted EBITDA guidance of $485 to $535 million"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

Change in Control financial

"During the period beginning six months prior to a Change in Control and ending 18 months following a Change in Control"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

Good Reason financial

"termination of Mr. Caspers’s employment by Mr. Caspers for “Good Reason” or by the Employer without “Cause”"

IMPACT program financial

"overseeing our IMPACT program, which was implemented to improve margins, performance, agility, and care transformation"

non-competition financial

"Mr. Caspers is bound by a perpetual confidentiality restriction, as well as post-employment non-competition and employee non-solicitation restrictions"

A non-competition is a contractual restriction that prevents a person or business from starting or working in a competing business within a specified time and geographic area after leaving a job or completing a transaction. It matters to investors because it acts like a temporary fence around customers, trade secrets and know‑how, helping protect future revenue and company value; weak or unenforceable restrictions can increase the risk of customer loss and competitive erosion.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

false 0001756655 0001756655 2026-06-02 2026-06-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 2, 2026

ARDENT HEALTH, INC.

(Exact Name of Registrant as Specified in its Charter)

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

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

(615) 296-3000

(Registrant’s Telephone Number, including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 2, 2026 (the “Effective Date”), the Board of Directors (the “Board”) of Ardent Health, Inc. (the “Company”) appointed Dave Caspers, who previously served as the Company’s Chief Operating Officer, as the Company’s President and Chief Executive Officer and as a member of the Board. Mr. Caspers succeeds Martin J. Bonick, who separated from the Company and stepped down from the Board effective as of the Effective Date.

Mr. Caspers, age 55, has served as the Company’s Chief Operating Officer since March 31, 2025. Prior to joining the Company, Mr. Caspers served as chief stores officer at Leslie’s, Inc. (“Leslie’s”), a leading direct-to-consumer pool and spa care brand, from October 2023 to March 2025. Prior to that, Mr. Caspers served as the senior vice president of retail operations at Leslie’s from May 2023 to October 2023. Prior to joining Leslie’s, Mr. Caspers served as the vice president, omni channel retail healthcare operations for Walmart Inc., a multinational retailer, from August 2022 to May 2023, where he was responsible for the execution and results for Walmart Health, including overseeing large-scale healthcare systems and omnichannel care delivery, including responsibility for in-store clinics and virtual health services. From August 2015 through August 2022, Mr. Caspers held various roles for Banner Health, a large non-profit health system, including vice president healthcare operations, vice president special project BUMD, and vice president patient experience. Prior to that, Mr. Caspers held various positions for Target Corporation, including leading retail healthcare operations.

There are no arrangements or understandings between Mr. Caspers and any other persons pursuant to which Mr. Caspers was appointed as a director and President and Chief Executive Officer of the Company. There are also no family relationships between Mr. Caspers and any director or executive officer of the Company, and he has no direct or indirect interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Caspers Employment Agreement

In connection with his appointment as President and Chief Executive Officer, Mr. Caspers entered into an employment agreement with AHS Management Company, Inc., a wholly-owned subsidiary of the Company (the “Employer,” and such agreement, the “Caspers Employment Agreement”). The Caspers Employment Agreement supersedes Mr. Caspers’ offer letter and provides for an initial employment term ending on May 31, 2029, with automatic one-year

term renewals unless either party gives timely written notice of non-renewal. Under the terms of the agreement, Mr. Caspers’ annual base salary is set at $900,000, which base salary may be increased to such other amount as approved by the Board from time to time. Under the terms of the agreement, Mr. Caspers is eligible to participate in the Employer’s annual bonus program with a target annual bonus opportunity of 105% of the base salary payable to Mr. Caspers during 2026. Mr. Caspers is also eligible to participate in and receive annual grants of equity-based compensation under the Ardent Health Partners, Inc. 2024 Omnibus Incentive Award Plan (the “2024 Plan”). In addition, pursuant to the terms of the agreement, Mr. Caspers is eligible to participate in any fringe benefit and employee benefit programs available to other similarly situated senior officers of the Employer.

Mr. Caspers is eligible to receive severance benefits pursuant to the Caspers Employment Agreement in the event of his termination of employment under certain circumstances. In the event of a termination of Mr. Caspers’s employment by Mr. Caspers for “Good Reason” or by the Employer without “Cause” (and not due to death or “Disability”) (each as defined in the Caspers Employment Agreement), Mr. Caspers is entitled to the following severance benefits: (i) a series of cash payments equal in the aggregate to two times the sum of (a) his annual salary rate in effect immediately prior to the termination date (or, if a greater amount, immediately prior to the occurrence of a Good Reason event) and (b) his target bonus in effect immediately prior to the termination date (or, if a greater amount, immediately prior to the occurrence of a Good Reason event); and (ii) reimbursement of the costs of continued health, dental and/or vision coverage for up to 18 months. Any outstanding equity awards will be treated in accordance with the applicable plan and award agreements. A termination without Cause for these purposes includes non-renewal of the Caspers Employment Agreement by the Employer.

During the period beginning six months prior to a Change in Control and ending 18 months following a Change in Control, in the event of a termination of Mr. Caspers’ employment by Mr. Caspers for Good Reason or by the Employer for any reason (other than for Cause or due to Disability), Mr. Caspers is entitled to the following severance benefits: (i) a cash payment equal to three times the sum of (a) the annual salary rate in effect immediately prior to the termination date (or, if a greater amount, immediately prior to the occurrence of a Good Reason event) and (b) the target bonus in effect immediately prior to the termination date (or, if a greater amount, immediately prior to the occurrence of a Good Reason event); and (ii) reimbursement of the costs of continued health, dental and/or vision coverage for up to 18 months. Any outstanding equity awards will be treated in accordance with the applicable plan and award agreements.

The cash severance payments will be paid in equal installments over the 24-month period (or, in the case of a Change in Control in a lump sum within three business days) following Mr. Caspers’ delivery and non-revocation of a separation and release that has become effective and irrevocable on or before the 60th day following the termination date, subject to acceleration in the event the executive dies post-termination.

In addition to any other required payments, in the event Mr. Caspers’ employment is terminated as a result of a Disability, he is entitled to continued base salary payments during the six-month period following his termination of employment.

Mr. Caspers is bound by a perpetual confidentiality restriction, as well as post-employment non-competition and employee non-solicitation restrictions. The post-employment non-competition and non-solicitation restricted period is the 24-month period following Mr. Caspers’ termination of employment.

Caspers Equity Grants

Also on the Effective Date, in connection with the effectiveness of the Caspers Employment Agreement, Mr. Caspers received the following grants of equity-based compensation under the 2024 Plan (the “Caspers Equity Grants”):

i. A special one-time grant of time-based restricted stock units (“RSUs”) having an aggregate grant date fair value equal to $1,050,000, which are eligible to vest in three substantially equal amounts, with one-third vesting on the first anniversary of the grant date and one-third vesting on each of the next two anniversaries of such initial vesting date, subject, in general, to Mr. Caspers remaining in the Company’s employ through the applicable vesting date (the “Service Condition”); and

ii. A special one-time grant of performance-based RSUs (“PRSUs”) having a target grant date fair value equal to $1,950,000, which (A) are subject to (x) a performance period that consists of the 2026 calendar year, and (y) a vesting period that ends on April 1, 2029, subject to, in general, Mr. Caspers’ satisfaction of the Service Condition, and (B) are eligible to vest (x) based on the Company’s adjusted EBITDAR and net revenue performance during the performance period, with payout opportunities ranging from 0% to 200% of target, and (y) as such payout opportunities are modified (upwards or downwards by up to 25%) depending on the Company’s relative total shareholder return performance over the three-year period beginning with the 2026 calendar year and ending at the conclusion of the 2028 calendar year; provided, that the achievement level for the PRSUs will be no less than one-third of the target amount.

The Caspers Equity Grants supplement the annual grants of RSUs and PRSUs that were previously provided to Mr. Caspers in April 2026 and are otherwise based on the standard forms of award agreements that applied to such annual grants.

The foregoing description of the Caspers Employment Agreement is qualified in its entirety by reference to the Caspers Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In connection with Mr. Bonick’s departure from the Company, the Company intends to disclose the material terms of any finalized separation agreement and related arrangements in an amendment to this Current Report on Form 8-K or a subsequent Current Report on Form 8-K.

Item 7.01. Regulation FD Disclosure.

On June 2, 2026, the Company issued a press release in connection with the foregoing leadership transition. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished with this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Exhibit Description
10.1		Employment Agreement, effective as of June 2, 2026, by and between AHS Management Company, Inc. and Dave Caspers
99.1		Press release issued on June 2, 2026
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

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 hereunto duly authorized.

Dated: June 2, 2026				ARDENT HEALTH, INC.
				By:		/s/ Stephen C. Petrovich
				Name:		Stephen C. Petrovich
				Title:		Executive Vice President & General Counsel

Exhibit 99.1

Ardent Health Appoints Dave Caspers as CEO

Mr. Caspers brings decades of operational expertise and a deep understanding of Ardent Health’s

mission to enhance healthcare access and service

Transition positions Ardent Health for its next phase of growth centered on operational efficiency and

sharpening execution, building on the strong foundation established under Marty Bonick’s leadership

Reaffirms full-year 2026 Adjusted EBITDA guidance

BRENTWOOD, Tenn.—(BUSINESS WIRE)—Ardent Health (NYSE: ARDT) (“Ardent Health” or the “Company”), a leading provider of healthcare in growing mid-sized urban communities across the U.S., today announced that Dave Caspers has been appointed President and Chief Executive Officer, effective immediately. Mr. Caspers, who previously served as Chief Operating Officer, succeeds Marty Bonick, who has stepped down to pursue other opportunities. In addition, Mr. Caspers has been appointed to the Company’s Board of Directors.

“On behalf of the Board, I am pleased to announce Dave’s appointment as President and Chief Executive Officer,” said Mark Sotir, Chairman of the Ardent Health Board of Directors. “Dave brings decades of operational experience and a strong understanding of Ardent Health’s mission and strategy. We are confident in his ability to lead the Company forward as we sharpen our focus on operational excellence and long-term growth as part of our ongoing transformation”

The appointment of Mr. Caspers reflects a leadership transition aligned with the Company’s focus on executing its operating and growth strategies, enhancing the delivery of quality care, and driving sustained performance in a dynamic operating environment. This follows the Company’s successful transformation and initial public offering under Mr. Bonick’s leadership, which positioned the business for continued advancement of its mission to make healthcare better for the patient, the providers and team members, and the communities it serves.

Since joining Ardent Health in March 2025, Mr. Caspers has led company-wide operational initiatives and advanced key growth priorities, including overseeing our IMPACT program, which was implemented to improve margins, performance, agility, and care transformation. Mr. Caspers has significant leadership experience in retail healthcare and health system operations, with a proven track record of driving growth, optimizing performance, and scaling complex organizations. Prior to Ardent Health, Mr. Caspers held senior leadership roles at Walmart Health, Banner Health, and Target. At Walmart Health, he oversaw large-scale healthcare systems and omnichannel care delivery, including responsibility for in-store clinics and virtual health services. At Banner Health, he directed the design, scaling, optimization, and remediation of operations across 30 hospitals, 350 clinics, and 60 urgent care facilities, and at Target Corporation, he led retail healthcare operations.

Mr. Caspers said, “I am honored to step into the role of President and CEO at this important moment in Ardent Health’s history. Over the past year, I have had the privilege of working closely with Marty, whose leadership and guidance have been instrumental in laying the solid footing on which Ardent Health now stands. Today, Ardent Health and our best-in-class team are well-positioned to accelerate our next phase of growth, and I am eager to build on this momentum with a continued focus on delivering high-quality care to the communities we serve.”

Commenting on the Company’s financial outlook, Alfred Lumsdaine, Chief Financial Officer, said “During the second quarter, we’ve observed volume softness across our portfolio. We have taken appropriate and decisive action, including accelerating and expanding our IMPACT program. Based on these actions and the current environment, we are reaffirming our full-year 2026 Adjusted EBITDA guidance of $485 to $535 million.”

“I also want to express my sincere gratitude to Marty for his leadership during a pivotal period for Ardent Health,” Mr. Sotir continued. “He played an instrumental role in guiding the organization through COVID-19, operational improvements, and our initial public offering, positioning the business for sustained long-term growth and helping build a strong foundation as the Company continues to navigate industry headwinds with a focus on disciplined execution. We wish him all the best in his next chapter.”

About Ardent Health

Ardent Health is a leading provider of healthcare in growing mid-sized urban communities across the U.S. With a focus on people and investments in innovative services and technologies, Ardent Health is passionate about making healthcare better and easier to access. Through its subsidiaries, the Company delivers care through a system of 30 acute care hospitals and approximately 280 sites of care with over 1,800 employed and affiliated providers across six states. For more information, please visit www.ardenthealth.com.

Forward-Looking Statements

This press release may contain “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 the expected benefits of the leadership transition, our future financial performance, our business prospects and strategy, the industry in which we operate and other similar matters. Words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “could,” “would,” “will,” “may,” “can,” “continue,” “potential,” “should,” and the negative of these terms or other comparable terminology often identify forward-looking statements. When reviewing this press release, 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. These risks and uncertainties could cause actual results to differ materially from those projected in forward-looking statements contained in this press release 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) the impact of the CEO transition on relationships with patients, vendors, regulators, employees, and investors and the ability of the new CEO to execute on the Company’s current and future strategies and (2) risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2025 and in the Company’s subsequent filings with the Securities and Exchange Commission. Many of the important factors that will determine these results are beyond our ability to control or predict. You are cautioned not to put undue reliance on any forward-looking statements, which speak only as of the date of this press release. The forward-looking statements in this press release 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. Except as otherwise required by law, we do not assume any obligation to publicly update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this news release or to reflect the occurrence of unanticipated events. All references to “Company,” “Ardent Health,” “Ardent,” “we,” “our,” and “us” as used throughout this release refer to Ardent Health, Inc. and its affiliates, unless stated otherwise or indicated by context.

Contacts

Investor:

Dave Styblo, CFA

Investor.Relations@ardenthealth.com

(615) 296-3016

Media:

Rebecca Kirkham

rebecca.kirkham@ardenthealth.com

(615) 296-3000

FAQ

What leadership change did Ardent Health (ARDT) announce in this 8-K?

Ardent Health appointed former Chief Operating Officer Dave Caspers as President and Chief Executive Officer and a Board member, effective June 2, 2026, succeeding Marty Bonick, who separated from the company and stepped down from the Board on the same date.

What are the main compensation terms for new Ardent Health CEO Dave Caspers?

Dave Caspers’ employment agreement provides a base salary of $900,000 and a target annual bonus opportunity equal to 105% of his 2026 base salary. He is also eligible for ongoing equity-based awards under Ardent Health’s 2024 Omnibus Incentive Award Plan and standard executive benefits.

What severance protections does Dave Caspers have under his Ardent Health agreement?

If terminated without cause or resigning for good reason, Caspers can receive cash equal to two times salary plus target bonus and up to 18 months of health benefits. For qualifying terminations around a change in control, this increases to three times salary plus target bonus, with similar benefit continuation.

Did Ardent Health (ARDT) change its 2026 financial outlook in this filing?

Ardent Health reaffirmed its full-year 2026 Adjusted EBITDA guidance of $485 million to $535 million. Management noted volume softness in the second quarter but cited accelerated actions under its IMPACT program as support for maintaining the existing Adjusted EBITDA outlook range.

What post-employment restrictions apply to Ardent Health CEO Dave Caspers?

Caspers is subject to a perpetual confidentiality obligation plus 24 months of post-employment non‑competition and employee non‑solicitation restrictions. These covenants apply after his employment ends and are intended to protect Ardent Health’s business relationships and proprietary information during the transition period.

What experience does new Ardent Health CEO Dave Caspers bring to the role?

Caspers previously served as Ardent’s Chief Operating Officer and led its IMPACT margin-improvement program. His background includes senior roles at Walmart Health, Banner Health, Target, and Leslie’s, overseeing large, complex healthcare operations, clinics, virtual services, and extensive hospital and clinic networks.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 12.0 KB

Agreements & Contracts

• EX-10.1 EX-10.1 77.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB