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Ardent Health cuts 2025 adjusted EBITDA by $97.7M

Ardent Health revises its 2025 non-GAAP Adjusted EBITDA and Adjusted EBITDAR downward while confirming that all GAAP results and 2026 financials remain unchanged.

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Ardent Health, Inc. (ARDT) filed an update to revise non-GAAP financial measures in its 2025 Form 10-K, removing $97.7 million of aggregate adjustments from Adjusted EBITDA and Adjusted EBITDAR related to a third-quarter 2025 accounts receivable collectability estimate and a New Mexico professional liability accrual.

After these changes, 2025 Adjusted EBITDA decreases from $545.0 million to $447.3 million, and 2025 Adjusted EBITDAR decreases from $709.3 million to $611.6 million. Ardent states these revisions follow discussions with the SEC’s Division of Corporation Finance and that its GAAP consolidated financial statements, financial condition, results of operations and cash flows remain unchanged.

The company confirms there are no revisions to 2023 or 2024 Adjusted EBITDA or Adjusted EBITDAR and no impact on 2026 financial results. The filing also restates definitions and reconciliations of Adjusted EBITDA and Adjusted EBITDAR, highlighting material addbacks such as interest, depreciation and amortization, restructuring costs, Epic implementation expenses, cybersecurity incident effects and rent expense payable to REITs.

Positive

  • None.

Negative

  • 2025 Adjusted EBITDA reduced by $97.7 million, from $545.0 million to $447.3 million, after removing two non-GAAP adjustments tied to an accounts receivable estimate and a New Mexico professional liability accrual.

Filing Explained

Future reports will use revised non-GAAP measures, while Adjusted EBITDAR remains a valuation and covenant measure rather than liquidity.

This September 4, 2026 Form 8-K reports an update to the 2025 Form 10-K: revised sections are attached as Exhibit 99.1, and future periodic reports will use that revised presentation.

The revised disclosures define Adjusted EBITDA as a non-GAAP performance measure and Adjusted EBITDAR as a valuation measure that adds back rent payable to REITs; the company expressly says EBITDAR does not reflect cash requirements for leasing commitments and is not a liquidity measure.

The filing also says these measures should not be considered in isolation or as substitutes for GAAP measures, and that different companies may calculate similarly titled measures differently.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
2025 net income $230.1 million Year ended December 31, 2025 GAAP net income
2024 net income $299.7 million Year ended December 31, 2024 GAAP net income
2023 net income $129.0 million Year ended December 31, 2023 GAAP net income
2025 Adjusted EBITDA (revised) $447.3 million Year ended December 31, 2025 non-GAAP Adjusted EBITDA after revisions
2024 Adjusted EBITDA $498.5 million Year ended December 31, 2024 non-GAAP Adjusted EBITDA
2023 Adjusted EBITDA $314.7 million Year ended December 31, 2023 non-GAAP Adjusted EBITDA
2025 Adjusted EBITDAR (revised) $611.6 million Year ended December 31, 2025 non-GAAP Adjusted EBITDAR after revisions
2025 rent expense payable to REITs $164.3 million Year ended December 31, 2025 rent expense added back in Adjusted EBITDAR
Adjusted EBITDA financial
"We have included certain financial measures that have not been prepared in a manner that complies with GAAP, including Adjusted EBITDA"
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.
Adjusted EBITDAR financial
"“Adjusted EBITDAR” is defined as Adjusted EBITDA further adjusted to add back rent expense payable to real estate investment trusts"
Adjusted EBITDAR is a company’s reported profit measure that starts with operating earnings and then adds back interest, taxes, depreciation, amortization and rent, plus any one‑time items companies exclude. It aims to show how much cash a business generates from its core operations before the costs of financing, non‑cash accounting charges and property leases, like comparing two stores’ underlying sales by ignoring rent and loan payments. Investors use it to compare operating performance across firms and assess ability to cover fixed obligations, but companies may calculate it differently, so comparisons require caution.
noncontrolling interest earnings financial
"Adjusted EBITDA is defined as net income plus ... as adjusted to deduct noncontrolling interest earnings"
Ventas Master Lease financial
"rent expense payable to real estate investment trusts (“REITs”), which consists of rent expense pursuant to the Ventas Master Lease"
real estate investment trusts ("REITs") financial
"rent expense payable to real estate investment trusts (“REITs”), which consists of rent expense pursuant to the Ventas Master Lease"
Real estate investment trusts (REITs) are companies that own, manage or finance income-producing property — think of buying a share of a large landlord instead of a single building. They trade like stocks, often pay out most of their rental income to shareholders as regular cash returns, and give investors an easy way to gain exposure to property markets, income and diversification without directly buying or managing real estate.
Epic expenses technical
"Epic expenses consist of various costs incurred in connection with the implementation of Epic, our health information technology system"

FAQ

What non-GAAP changes did Ardent Health (ARDT) announce in this 8-K?
Ardent Health is revising its 2025 Form 10-K non-GAAP measures by removing $97.7 million of aggregate adjustments from Adjusted EBITDA and Adjusted EBITDAR related to a Q3 2025 accounts receivable collectability estimate and a New Mexico professional liability accrual.

How did Ardent Health’s 2025 Adjusted EBITDA change in the revision?
For 2025, Ardent’s Adjusted EBITDA decreases from $545.0 million as previously presented to $447.3 million after removing the two non-GAAP adjustments. The company states that GAAP net income and other GAAP results are unaffected.

How did Ardent Health’s 2025 Adjusted EBITDAR change?
Ardent’s Adjusted EBITDAR for 2025 decreases from $709.3 million to $611.6 million after eliminating the same two adjustments. The company also reports 2025 rent expense payable to REITs of $164.3 million, which is added back in Adjusted EBITDAR.

Does this non-GAAP revision affect Ardent Health’s GAAP financial statements?
No. Ardent states the removal of the two non-GAAP adjustments has no impact on its GAAP consolidated financial statements, financial condition, results of operations or cash flows for any period in the 2025 Form 10-K.

Are prior years or 2026 results affected by Ardent Health’s revisions?
Ardent reports no revisions to 2023 or 2024 Adjusted EBITDA or Adjusted EBITDAR and no impact on its 2026 financial results, including Adjusted EBITDA and Adjusted EBITDAR. The adjustments being removed were limited to the third quarter of 2025.

Why is Ardent Health changing its non-GAAP adjustments now?
Ardent explains that, although it believes its prior Adjusted EBITDA and Adjusted EBITDAR presentation was materially accurate, it is revising the measures in connection with discussions with the SEC’s Division of Corporation Finance to no longer include the two specific adjustments.

What were Ardent Health’s reported 2025 GAAP net income and Adjusted EBITDA?
For 2025, Ardent reports GAAP net income of $230.1 million and revised Adjusted EBITDA of $447.3 million. Net income is reconciled to Adjusted EBITDA by adding items such as income tax expense, interest expense, depreciation and amortization and various specified non-GAAP addbacks.

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340 Seven Springs WaySuite 100BrentwoodTennessee615296-3000False000175665500017566552026-09-042026-09-04
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):  September 4, 2026
ARDENT HEALTH, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
001-42180
61-1764793
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
340 Seven Springs Way, Suite 100,
Brentwood, Tennessee
37027
(Address of Principal Executive Offices)
(Zip Code)
(615) 296-3000
(Registrant's Telephone Number, including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under
any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock, $.01 par value per share
ARDT
New York Stock Exchange
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Item 8.01. Other Events.
This Current Report on Form 8-K (this “Current Report”) is being filed by Ardent Health, Inc. (the “Company”) to revise its
non-GAAP financial measures and related disclosures included in “Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K for the year ended December
31, 2025 (the “2025 Form 10-K”) and to correspondingly revise and remove the previous adjustments to Adjusted EBITDA
and Adjusted EBITDAR within the 2025 Form 10-K related to the Company’s (i) change in accounting estimate related to
the collectability of accounts receivable and (ii) New Mexico professional liability accrual. The Adjusted EBITDA and
Adjusted EBITDAR presentation within the 2025 Form 10-K separately identified and disclosed in detail the amounts related
to the accounts receivable accounting estimate and New Mexico professional liability accrual in the footnotes to the
respective presentations, and such amounts are not themselves being revised. The Company is revising its prior period non-
GAAP Adjusted EBITDA and Adjusted EBITDAR presentations to remove $97.7 million in the aggregate related to these
two adjustments (both of which were limited to the third quarter of 2025). Although the Company believes the presentation of
Adjusted EBITDA and Adjusted EBITDAR was materially accurate and fairly presented within the 2025 Form 10-K, these
revisions are being made in connection with the Company's discussions with the staff of the Securities and Exchange
Commission's Division of Corporation Finance to no longer include these adjustments. After giving effect to the removal of
such non-GAAP adjustments, the Company’s Adjusted EBITDA for the year ended December 31, 2025 decreased from
$545.0 million (as previously presented) to $447.3 million, and the Company’s Adjusted EBITDAR for the year ended
December 31, 2025 decreased from $709.3 million (as previously presented) to $611.6 million. There are no revisions to
2023 or 2024 Adjusted EBITDA or Adjusted EBITDAR or to net income for all periods included in the 2025 Form 10-K.
Further, there is no impact to the Company's 2026 financial results, including Adjusted EBITDA or Adjusted EBITDAR. The
removal of these two adjustments has no impact on the Company’s GAAP consolidated financial statements, financial
condition, results of operations or cash flows, which remain unchanged. 
The updated “Supplemental Non-GAAP Information,” “Supplemental Non-GAAP Performance Measure” and
“Supplemental Non-GAAP Valuation Measure” sections of “Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations” of the 2025 Form 10-K, reflecting the revisions described above, are attached as
Exhibit 99.1 to this Current Report.  All other information contained in the 2025 Form 10-K, including the other portions of
Item 7 thereof, remain unchanged and have not been updated or modified. 
The Company's future periodic reports will reflect the revised presentation set forth herein, and the Company's next
applicable periodic report will include the additional enhanced disclosures as described below.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits:
Exhibit No.
Exhibit Description
99.1
Revised sections of 2025 Form 10-K:
Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations—Supplemental Non-GAAP Information
Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations—Supplemental Non-GAAP Performance Measure
Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations—Supplemental Non-GAAP Valuation Measure
104
Cover Page Interactive Data File (embedded within the inline XBRL document)
SIGNATURE
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: September 4, 2026
ARDENT HEALTH, INC.
By:
/s/ Alfred Lumsdaine
Name:
Alfred Lumsdaine
Title:
Executive Vice President and Chief Financial Officer
1
EXHIBIT 99.1
The following sections of “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations” of the Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”) of Ardent
Health, Inc., as filed with the Securities and Exchange Commission on March 16, 2026, are hereby revised as follows below. 
All other information contained in the 2025 Form 10-K, including the other portions of Item 7 thereof, have not been updated
or modified. 
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 (gains) losses;
Cybersecurity incident recoveries, net of incremental information technology and litigation costs; certain legal
matters and related costs; restructuring, exit and acquisition-related costs; expenses incurred in connection with the
implementation of our integrated health information technology system provided by Epic Systems; 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 Annual
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
2
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.
The following table presents a reconciliation of Adjusted EBITDA, a performance measure, to net income, determined in
accordance with GAAP:
 
Years Ended December 31,
(in thousands)
2025
2024
2023
Net income
$230,135
$299,708
$128,977
Adjusted EBITDA Addbacks:
Income tax expense
56,223
63,352
22,637
Interest expense
55,202
65,578
74,305
Depreciation and amortization
155,703
146,288
140,842
Noncontrolling interest earnings
(94,324)
(89,365)
(75,073)
Loss on extinguishment and modification of debt
7,344
3,388
—
Other non-operating losses (gains) (a)
1,130
(4,910)
(1,613)
Cybersecurity incident (recoveries) expenses, net (b)
(22,655)
(21,477)
8,495
Certain legal matters and related costs (c)
900
2,000
—
Restructuring, exit and acquisition-related costs (d)
13,276
12,751
13,553
Epic expenses (e)
4,837
3,173
1,781
Equity-based compensation
39,293
17,978
904
Loss (income) from disposed operations
207
9
(60)
Adjusted EBITDA
$447,271
$498,473
$314,748
(a)
Other non-operating losses (gains) include losses and gains realized on certain non-recurring events or events that are non-operational
in nature.
(b)
Cybersecurity incident (recoveries) expenses, net represent insurance recovery proceeds, net of incremental information technology and
litigation costs, related to a cybersecurity incident that impacted our operations and information technology systems in November 2023.
(c)
Certain legal matters and related costs represent external legal counsel costs and professional fees incurred in connection with the defense
and resolution of specific, non-recurring litigation and regulatory matters that are not part of our ordinary course operations.  These amounts
do not include costs associated with routine professional and general liability claims.
(d)
Restructuring, exit and acquisition-related costs represent (i) enterprise restructuring costs, including severance costs related to work force
reductions of $10.3 million, $10.4 million, and $12.4 million for the years ended December 31, 2025, 2024, and 2023, respectively, (ii)
penalties and costs incurred for terminating pre-existing contracts at acquired facilities of $1.2 million, $0.8 million, and $0.7 million for the
years ended December 31, 2025, 2024, and 2023, respectively, and (iii) third party professional fees and expenses  incurred in connection
with potential and completed acquisitions of $1.8 million, $1.6 million, and $0.5 million for the years ended December 31, 2025, 2024, and
2023, respectively.
(e)
Epic expenses consist of various costs incurred in connection with the implementation of Epic, our health information technology system.
These costs included (i) professional fees of $2.1 million, $3.1 million, and $1.8 million for the years ended December 31, 2025, 2024, and
2023, respectively, (ii) salaries and benefits of $2.6 million and $0.1 million for the years ended December 31, 2025 and 2024, respectively,
and (iii) other expenses related to one-time training and onboarding support costs of $0.1 million for the year ended December 31, 2025.
Epic expenses do not include ongoing operating costs of the Epic system.
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
our 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
3
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 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.
The following table presents a reconciliation of Adjusted EBITDAR, a valuation measure, to net income, determined in
accordance with GAAP:
Three Months
Ended
December 31,
2025
Year
Ended
December 31,
2025
(in thousands)
Net income
$74,262
$230,135
Adjusted EBITDAR Addbacks:
Income tax expense
18,109
56,223
Interest expense
12,383
55,202
Depreciation and amortization
41,037
155,703
Noncontrolling interest earnings
(29,306)
(94,324)
Loss on extinguishment and modification of debt
—
7,344
Other non-operating losses (a)
—
1,130
Cybersecurity incident recoveries, net (b)
—
(22,655)
Certain legal matters and related costs (c)
900
900
Restructuring, exit and acquisition-related costs (d)
5,332
13,276
Epic expenses (e)
1,933
4,837
Equity-based compensation
9,110
39,293
Loss from disposed operations
185
207
Rent expense payable to REITs (f)
41,786
164,308
Adjusted EBITDAR
$175,731
$611,579
(a)
Other non-operating losses include losses and gains realized on certain non-recurring events or events that are non-operational
in nature.
(b)
Cybersecurity incident recoveries, net represent insurance recovery proceeds, net of incremental information technology and
litigation costs, related to a cybersecurity incident that impacted our operations and information technology systems in November
2023.
(c)
Certain legal matters and related costs represent external legal counsel costs and professional fees incurred in connection with the
defense and resolution of specific, non-recurring litigation and regulatory matters that are not part of our ordinary course operations. 
These amounts do not include costs associated with routine professional and general liability claims.
(d)
Restructuring, exit and acquisition-related costs represent (i) enterprise restructuring costs, including severance costs related to work
force reductions of $4.3 million and $10.3 million for the three months ended and year ended December 31, 2025, respectively, (ii)
penalties and costs incurred for terminating pre-existing contracts at acquired facilities of $0.8 million and $1.2 million for the three
months ended and year ended December 31, 2025, respectively, and (iii) third party professional fees and expenses  incurred in
connection with potential and completed acquisitions of $0.2 million and $1.8 million for the three months ended and year ended
December 31, 2025, respectively.
4
(e)
Epic expenses consist of various costs incurred in connection with the implementation of Epic, our health information technology
system. These costs included (i) professional fees of $0.6 million and $2.1 million for the three months ended and year ended
December 31, 2025, respectively, (ii) salaries and benefits of $1.3 million and $2.6 million for the three months ended and year
ended December 31, 2025, respectively, and (iii) other expenses related to one-time training and onboarding support costs of $0.1
million for the year ended December 31, 2025. Epic expenses do not include ongoing operating costs of the Epic system.
(f)
Rent expense payable to REITs for the three months ended and year ended December 31, 2025 consists of rent expense of $38.9
million and $152.9 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 $11.4 million, respectively, related to a lease arrangement with MPT for the
lease of Hackensack Meridian Mountainside Medical Center.

Source: View Original Filing on SEC EDGAR

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