[8-K] Ardent Health, Inc. Reports Material Event

Rhea-AI Filing Summary

Ardent Health, Inc. announced that its board of directors has authorized a stock repurchase program for up to $50.0 million of its common stock. The program has no specified expiration date, giving the company flexibility in timing any buybacks. Repurchases may be made through open market purchases, privately negotiated transactions, block trades or other transactions in line with applicable securities laws, including the pricing and volume requirements of Rule 10b-18 under the Exchange Act.

Ardent may also use Rule 10b5-1 plans to facilitate repurchases. The company is not obligated to repurchase any specific amount of shares and can modify, suspend or terminate the program at any time. It expects to fund any repurchases with existing cash and cash equivalents and ongoing cash from operations.

Insights

Equity Capital Markets Analyst

Ardent Health authorized a flexible stock buyback program of up to $50.0 million, funded from existing liquidity and operations.

Ardent Health has introduced a stock repurchase program allowing it to buy back up to $50.0 million of its common stock. Such programs typically provide a tool to manage capital structure by potentially reducing shares outstanding over time. The absence of a fixed end date means the company can choose when, and if, to execute repurchases depending on its circumstances.

The company may repurchase shares via open market purchases, privately negotiated deals or block trades, and intends to operate within Rule 10b-18 requirements, which are designed to limit market impact. It may also adopt Rule 10b5-1 plans, which can automate purchases according to preset criteria. The program is discretionary and can be changed or terminated at any time, and Ardent plans to use existing cash and cash from operations, so actual activity will depend on future cash generation and capital priorities.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 18, 2025 (November 17, 2025)

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:

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

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.  o

Item 7.01. Regulation FD Disclosure.

On November 18, 2025, Ardent Health, Inc. (the “Company”) issued a press release announcing a $50.0 million stock repurchase program. The full text of the press release is included as Exhibit 99 to this Current Report on Form 8-K (this “Form 8-K”) and is incorporated by reference hereto.

The information furnished with this Item 7.01, including Exhibit 99, 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 incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 2.03.    Other Information.

On November 17, 2025, the Company’s Board of Directors authorized a stock repurchase program pursuant to which the Company may repurchase an aggregate of up to $50.0 million of the Company’s common stock, $.01 par value per share (“Common Stock”). This program has no specified expiration date. The Company may make repurchases of its 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. Open market purchases will be structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Exchange Act. The Company may also enter into Rule 10b5-1 plans from time to time to facilitate repurchases of its Common Stock. The Company’s repurchase program does not require the Company to acquire any specific number or amount of Common Stock and may be modified, suspended or terminated at any time. The Company expects to fund repurchases with existing cash and cash equivalents and ongoing cash from operations.

Item 9.01.     Financial Statements and Exhibits.

(d)Exhibits:

Exhibit No.						Exhibit Description
99						Press release issued on November 18, 2025
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: November 18, 2025			ARDENT HEALTH, INC.
			By:			/s/ Stephen C. Petrovich
			Name:			Stephen C. Petrovich
			Title:			Executive Vice President & General Counsel

FAQ

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

Ardent Health (ARDT) announced that its board authorized a stock repurchase program under which the company may buy back up to $50.0 million of its common stock.

How large is Ardent Healths new stock repurchase program?

The program permits Ardent Health to repurchase an aggregate of up to $50.0 million of its common stock, $.01 par value per share.

Does the Ardent Health (ARDT) stock repurchase program have an expiration date?

No. The company states that the stock repurchase program has no specified expiration date, and it may be modified, suspended or terminated at any time.

How will Ardent Health fund the $50.0 million stock repurchase program?

Ardent Health expects to fund repurchases under the program using existing cash and cash equivalents and ongoing cash from operations.

What methods can Ardent Health use to repurchase its common stock?

The company may repurchase shares through open market purchases, privately negotiated transactions, block trades or other transactions in accordance with applicable securities laws.

What securities law rules will govern Ardent Healths repurchases?

Open market purchases will be structured to comply with Rule 10b-18 under the Exchange Act, and Ardent may enter into Rule 10b5-1 plans to facilitate repurchases.

Is Ardent Health required to repurchase a specific number of shares under this program?

No. The company explains that the repurchase program does not require it to acquire any specific number or amount of common stock and can be changed or terminated at any time.