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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):
October 19, 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.
As previously disclosed, Martin J. Bonick’s employment as President
and Chief Executive Officer of Ardent Health, Inc. (the “Company”) and his service as a member of the Company’s Board
of Directors (the “Board”) ended effective June 2, 2026 (the “Separation Date”). In connection with his departure,
Mr. Bonick and AHS Management Company, Inc. (“AHS”), a subsidiary of the Company, entered into a Separation Agreement and
General Release, dated as of June 26, 2026 (the “Separation Agreement”), providing for severance benefits consistent with
a termination of employment without “Cause” (as defined in Mr. Bonick’s Amended and Restated Employment Agreement with
AHS, effective as of January 10, 2025 (the “Employment Agreement”)).
On October 19, 2026, following notice to Mr. Bonick and a hearing at
which he was afforded an opportunity to be heard, the Board determined that facts and circumstances discovered after the Separation Date
would have given the Company grounds to terminate Mr. Bonick’s employment for “Cause” as of the Separation Date. Accordingly,
pursuant to the terms of the Employment Agreement, as preserved by the Separation Agreement, the Company has recharacterized Mr. Bonick’s
separation as of the Separation Date as a termination for “Cause.”
The Board’s final determination followed a review by the Board
where it determined that Mr. Bonick failed to disclose fully to the Board and the Company compensation received from third parties otherwise
required to be reported by Company policies. The Company has determined that none of the Company’s financial statements or previously
disclosed financial results are required to be revised or corrected as a result of the foregoing.
As a result of the Board’s final determination, the Company
will discontinue the remaining severance payments and benefits to have been provided to Mr. Bonick under the Separation Agreement, including
approximately $4.5 million of unpaid cash severance, and all outstanding unvested performance-based restricted stock units (PRSUs) will
be cancelled and/or forfeited. The Company has reserved its rights to pursue any and all other remedies it may have against Mr. Bonick.
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: October 23, 2026 |
ARDENT HEALTH, INC. |
| |
|
|
| |
By: |
/s/ Stephen C. Petrovich |
| |
Name: |
Stephen C. Petrovich |
| |
Title: |
Executive Vice President & General Counsel |
