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

Rhea-AI Filing Summary

Ardent Health, Inc. amended its term loan and ABL credit facilities with Bank of America and other lenders. The Term Loan Amendment refinanced outstanding term loans in full, extended the term loan maturity from August 24, 2028 to September 18, 2032, reduced the applicable interest spread by 50 basis points (from Term SOFR+2.75% to Term SOFR+2.25%, and from base rate+1.75% to base rate+1.25%), and expanded fixed-dollar negative covenant baskets. The ABL Amendment aligned certain fixed-dollar negative covenant baskets with the term loan changes but did not extend the ABL maturity or make other material changes. The full amendment texts are filed as exhibits and govern the detailed terms.

Positive

• Extended term loan maturity from August 24, 2028 to September 18, 2032 reducing near-term refinancing risk
• Reduced interest rates by 50 basis points (Term SOFR spread cut from +2.75% to +2.25%; base rate spread cut from +1.75% to +1.25%), lowering cash interest expense
• Refinanced outstanding term loans in full, replacing prior facility obligations under updated terms
• Increased fixed-dollar negative covenant baskets, providing additional covenant headroom and flexibility
• ABL covenants aligned with term loan baskets without material adverse changes to ABL maturity or structure

Negative

• None.

Insights

Corporate Finance Analyst

TL;DR: Refinancing lowers interest costs and extends maturity, improving liquidity and covenant flexibility.

The Term Loan Amendment delivers meaningful cash interest savings through a 50 basis-point spread reduction and pushes the maturity four years later to 2032, which typically eases near-term refinancing pressure and improves liquidity planning. Increasing fixed-dollar baskets for negative covenants provides additional covenant headroom, reducing risk of technical covenant breaches from one-off events. The ABL Amendment simply harmonizes covenant baskets with the term loan and does not alter ABL maturity or material terms, so secured working capital capacity remains substantively unchanged.

Banking/Lending Specialist

TL;DR: Lender-friendly structure retained; borrower gains lower spreads and extended tenor without weakening collateral terms.

The amendments appear structured to maintain existing secured financing architecture while offering the borrower economic relief and tenor extension. Refinancing in full suggests exchange or replacement of prior term debt rather than incremental leverage. No material ABL changes preserve the revolver's role. Investors should note that the exhibit language governs precise conditions, pricing mechanics (SOFR fallback, payment terms) and any fees; those specifics are referenced in the filing but not reproduced here.

8-KFALSE0001756655340 Seven Springs WaySuite 100BrentwoodTennessee00017566552025-09-182025-09-18

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 23, 2025 (September 18, 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 1.01.Entry into a Material Definitive Agreement.

On September 18, 2025 (the “Amendment Effective Date”), Ardent Health, Inc., a Delaware corporation (the “Company”),

AHP Health Partners, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (the “Borrower”),

certain wholly-owned subsidiaries of the Borrower party thereto (the “Subsidiary Guarantors”), Bank of America, N.A.

(“Bank of America”), as administrative agent, and the other financial institutions party thereto entered into Amendment No.

3 (the “Term Loan Amendment”), which amends that certain Amended and Restated Term Loan Credit Agreement, dated

as of August 24, 2021, by and among the Borrower, the Company, the Subsidiary Guarantors, Bank of America and the

other financial institutions party thereto from time to time (as amended, the “Term Loan Credit Agreement”). Also, on

September 18, 2025, the Company, the Borrower, AHS East Texas Health System, LLC (“AHS East Texas”), certain

subsidiaries of the Borrower and AHS East Texas party thereto as borrowers, certain Subsidiary Guarantors, the lenders

party thereto and Bank of America, as administrative agent, entered into Amendment No. 5 to Amended and Restated ABL

Credit Agreement (the “ABL Amendment”), which amends that certain Amended and Restated ABL Credit Agreement,

dated as of July 8, 2021 (as amended, the “ABL Credit Agreement”), by and among the borrowers, guarantors and lenders

party thereto and Bank of America.

The Term Loan Amendment amended the Term Loan Credit Agreement to, among other things, (i) refinance in full all of

the outstanding term loans under the Term Loan Credit Agreement (as in effect immediately prior to the Term Loan

Amendment), (ii) extend the maturity date for the term loans from August 24, 2028 to September 18, 2032, (iii) reduce the

applicable interest rate by 50 basis points from Term Secured Overnight Financing Rate (“SOFR”) plus 2.75% to Term

SOFR plus 2.25%, and from the base rate plus 1.75% to the base rate plus 1.25% and (iv) increase the baskets for certain

fixed dollar negative covenants.

The ABL Amendment amended the ABL Credit Agreement to update the baskets for certain fixed dollar negative

covenants to match the terms of the Term Loan Credit Agreement (as amended by the Term Loan Amendment), but it did

not extend the maturity date or make any material changes to the ABL Credit Agreement. The foregoing description of the

Term Loan Amendment is qualified in its entirety by the text of the Term Loan Amendment, which is filed as Exhibit 10.1

to this Current Report on Form 8-K and incorporated herein by reference. The foregoing description of the ABL

Amendment is qualified in its entirety by the text of the ABL Amendment, which is filed as Exhibit 10.2 to this Current

Report on Form 8-K and incorporated herein by reference.

Item 2.03.Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of

a Registrant.

The information set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference

into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits:

Exhibit No.		Exhibit Description
10.1		Amendment No. 3 to Amended and Restated Term Loan Credit Agreement, dated as of September 18, 2025, by and among AHP Health Partners, Inc., as Borrower, Ardent Health, Inc., the Guarantors, the Lenders and Bank of America, N.A., as the Additional 2025 Term B Lender and as Administrative Agent
10.2		Amendment No. 5 to Amended and Restated ABL Credit Agreement, dated as of September 18, 2025, by and among AHP Health Partners, Inc., AHS East Texas Health System, LLC, Ardent Health, Inc., the Subsidiaries of AHP Health Partners, Inc. and AHS East Texas Health System, LLC, as Borrowers, the Guarantors, the Lenders, and Bank of America, N.A., as Administrative Agent
99		Press release issued on September 22, 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:  September 23, 2025	ARDENT HEALTH, INC.
	By:	/s/ Stephen C. Petrovich
	Name:	Stephen C. Petrovich
	Title:	Executive Vice President & General Counsel

FAQ

What changes did ARDT make to its term loan on September 18, 2025?

The company refinanced outstanding term loans in full, extended the maturity to September 18, 2032, and reduced spreads by 50 basis points (Term SOFR+2.25% from +2.75%; base rate+1.25% from +1.75%).

Did the ABL credit agreement maturity change in the ARDT filing?

No. The ABL Amendment updated fixed-dollar negative covenant baskets to match the term loan amendments but did not extend the ABL maturity or make other material changes.

How do the amendments affect ARDT's interest expenses?

The Term Loan Amendment reduces the applicable interest spread by 50 basis points, which should lower cash interest expense on the term loans relative to prior rates.

Are the full amendment documents available for review?

Yes. The filing states the Term Loan Amendment and ABL Amendment are filed as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated by reference.

Did the amendments increase ARDT's secured borrowing capacity under the ABL?

The ABL Amendment did not report an increase in ABL maturity or material changes; it only updated covenant baskets to align with the term loan.