ARDT

Ardent Health, Inc.

NYSE · HEALTH CARE · SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC

12.06

−0.06 −0.50%

USD · close Oct 21

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MKT CAP $1.7BP/E 21.9DIV YIELD —FCF YIELD —REV TTM $6.4B +3.3%NET INCOME $78.2M −69.3%NET DEBT $391.5M52W 7.83 – 15.21SEC XBRL · TTM TO Invalid Date

How ARDT rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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Risk Factors—Risks Related to our Business and Industry—We conduct a significant portion of our operations through JVs, which may expose us to certain risks and uncertainties, including risks as a result of our lack of sole decision-making authority.
In addition, we may be required under certain circumstances to purchase our JV partners’ equity interests, which could adversely affect our liquidity and financial condition.” Our Platform We operate a consumer-centric healthcare platform focused on creating long-lasting relationships with our patients across multiple care settings.
By placing our primary focus on the patient and understanding his or her comprehensive healthcare needs, we leverage our facilities, providers, and technology to deliver high-quality patient care that exceeds CMS benchmarks.
We believe this ultimately drives a better patient experience measured by improved safety of care, readmission, and mortality rates and lower cost compared to applicable CMS benchmarks.
At Ardent, culture, safety, quality, and compliance represent the foundation of our platform.
We are guided by our operating principles and values, which we define as “The Ardent Way.” The Ardent Way has resulted in national recognition as demonstrated by our numerous awards, ratings, and accolades praising our quality, safety, and employee satisfaction.
In 2025, we had 85% systemwide compliance with the sepsis bundle resulting in severe sepsis mortality of 2.7% and septic shock mortality 17.4%, both of which outperformed the national averages of approximately 15% and 35%, respectively.
Our safety ratings consistently exceed the national average.
For example, nine of our hospitals received the Leapfrog Group’s prestigious 2025 Top Hospital designation and 88% of our hospitals that were graded received a Fall 2025 Leapfrog Hospital Safety Grade of A or B, compared to the national average of 58% of hospitals.
We have been recognized as an employer of choice by numerous organizations including Modern Healthcare and The Tennessean .
Our scale provides a significant opportunity to capture market share.
We have a leading position in a majority of our markets and have achieved meaningful scale in each market, with an average of more than 500 beds and a complement of ambulatory and physician services.
As individuals increasingly seek affordability, a higher quality of life and remote work opportunities outside of larger urban centers, we believe our present and targeted markets are poised for continued growth.
We recognize that each of our hospitals is as unique as the community it serves and our offerings are tailored to each of the needs of our markets.
We establish strong physician leadership groups and local hospital boards, cultivate high employee engagement and, in a number of our markets, partner with physician groups and other providers of healthcare services to serve the needs of our communities.
We provide the scale, resources and operational support to allow our local facilities and caregivers to provide the care that is best suited for the patient based on the standard for their own market.
We believe that this approach enhances our market share, contributes to a higher quality of care for our patients, increases our operational efficiency, and drives revenue and earnings growth.
We operate health systems in the following markets (as of December 31, 2025): Health System Market (City, State) (1) Hospitals Operated (2) Total Sites of Care Providers (3) Licensed Beds Leased Hospitals Estimated Market Share (4) Market Population (5) Population Growth (5) Median Income (5) UT Health East Texas Tyler, TX 9 (6) 74 571 868 1 23.4% ^ 1,134,121 3 % $ 66,420 Hillcrest HealthCare System Tulsa, OK 8 82 511 1,173 8 24.5% ^ 1,518,773 2 % $ 64,759 Lovelace Health System Albuquerque, NM 5 38 314 619 5 14.6% † 1,942,608 2 % $ 65,834 Hackensack Meridian Medical Centers Montclair/Westwood, NJ 2 27 155 476 1 51.7% * 543,770 0 % $ 139,718 BSA Health System Amarillo, TX 3 20 126 485 1 53.6% * 460,326 1 % $ 66,149 Portneuf Medical Center Pocatello, ID 1 14 137 199 0 58.4% * 208,167 4 % $ 72,022 UKHS St.
Francis Medical Center Topeka, KS 1 19 154 378 0 19.9% ^ 368,379 0 % $ 66,338 Seton Medical Center Harker Heights Killeen, TX 1 12 53 83 0 6.3% † 462,596 5 % $ 71,722 30 286 2,021 4,281 16 (1) This represents the headquarters of each market.
(2) Total number of hospitals operated by us as of the date of this Annual Report, irrespective of whether the hospital real estate is (i) owned by us, (ii) leased by us, or (iii) held through a controlling interest in a JV.
(3) This metric represents the total number of providers employed by us at our operated hospitals and affiliated providers, measured as of December 31, 2025, including physicians at UKHS St.
Francis Campus and UT Health East Texas who are employed by the hospitals’ respective JV partners but managed by us.
(4) Market share statistics are based on most recent available state data and compiled by the following sources: Kansas Hospital Association, New Jersey Hospital Association, New Mexico Hospital Association, Oklahoma Hospital Association, RealTime Medicare Data (Idaho), Texas Hospital Association, and Texas Health Care Information Collection; * indicates the largest market share in the applicable market; ^ indicates the second largest market share in the applicable market; † indicates the third largest market share in the applicable market.
(5) Source: Strata Decision Technology (2025, 2030); Esri Geoenrichment Service.
Note: Esri models projections via US Census estimates.
Market population corresponds to approximately 85-90% of the patients we serve in the applicable zip codes defining our markets.
Population growth represents estimated growth in the applicable market from 2025 to 2030.
(6) Includes UT Health North Campus Tyler, a hospital owned by The University of Texas Health Science Center at Tyler ("UTHSCT") (an affiliate of The University of Texas System), but managed by Ardent.
Our provider network serves as the foundation through which we deliver quality care.
We have 2,020 providers, including 1,480 employed providers and 540 affiliated physicians and advanced practice providers.
Affiliated providers perform services for us through professional services agreements or other independent contractor agreements.
Our growing provider network, which consists of 400 primary care providers and 1,620 specialists, affords us the opportunity to drive growth and deliver on value-based care initiatives.
Moreover, our providers work alongside independent providers in collaborative clinically integrated networks and accountable care organizations (“ACOs”), with the objective of reducing costs and improving outcomes, such as safety of care, readmission, and mortality rates.
A robust technology platform supports care delivery.
In 2021, we completed our implementation of a single system-wide instance of Epic technology throughout all of our facilities.
This comprehensive and integrated clinical operating system helps drive improved outcomes based on our safety of care, readmission, and mortality rates, operational standardization, and revenue optimization.
Ardent has earned a “Gold Stars 9” level designation from Epic, one that measures patient access, patient experience, clinical quality and safety, population health management, physician productivity, and nursing and clinical team productivity.
Our system-wide use of Epic also provides uniformity of data and facilitates interconnected patient care across the continuum of our care settings, including the home.
We believe Epic makes us a more attractive partner for emerging technology providers and facilitates physician use of novel technology.
We leverage Epic, together with other emerging technologies, to make it easier for our caregivers to deliver care, and for our patients to access and receive care while improving outcomes based on our safety of care, readmission, and mortality rates.

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Key risks include, but are not limited to, the following: • changes in government healthcare programs, including Medicare and Medicaid, could have an adverse effect on our revenues and business; • reduction in the reimbursement rates paid by commercial payors, our inability to retain and negotiate favorable contracts with private third party payors, or an increasing volume of uninsured or underinsured patients; • security threats, catastrophic events and other disruptions affecting our, our service providers’ or our JV partners’ information technology and related systems, which have adversely affected, and could in the future adversely affect, our relationships with patients and business partners and subject us to legal claims and liabilities, reputational harm and business disruption and adversely affect our financial condition; • the highly competitive nature of the healthcare industry and continued industry trends toward clinical transparency and value-based purchasing may impact our competitive position; • inability to recruit and retain quality physicians and increased labor costs resulting from increased competition for staffing or a continued or increased shortage of experienced nurses, as well as the loss of key personnel, including key members of our management team; • changes to physician utilization practices and treatment methodologies and other factors outside our control that impact demand for medical services may reduce our revenues and ability to grow profitably; • third party payor controls designed to reduce costs and other payor practices, including value-based contracting and care coordination, intended to decrease inpatient services, surgical procedure volumes or reimbursement for services; • inability to successfully complete acquisitions or strategic JVs or inability to realize all of the anticipated benefits, including anticipated synergies, of past acquisitions or failure to maintain existing relationships with JV partners or enter into relationships with additional healthcare system partners; • liabilities because of professional liability and other claims brought against our hospitals, physician practices, outpatient facilities or other business operations or against healthcare providers that provide services at our facilities; • exposure to certain risks and uncertainties by the JVs through which we conduct a significant portion of our operations, including risks as a result of our lack of sole decision-making authority; • failure to obtain drugs and medical supplies at favorable prices or sufficient volumes; • operational, legal and financial risks associated with outsourcing functions to third parties; • our facilities are heavily concentrated in Texas and Oklahoma, which makes us sensitive to regulatory, economic and competitive conditions and changes in those states; • economic factors that have affected, and may continue to impact, our business, financial condition and results of operations; • negative impact of severe weather, climate change, and other factors beyond our control, which could restrict patient access to care or cause one or more of our facilities to close temporarily or permanently; • risks related to the Ventas Master Lease and its restrictions and limitations on our business; • the impact of our significant indebtedness, including our ability to comply with certain debt covenants and other significant operating and financial restrictions imposed on us by the agreements governing our indebtedness, and the effects that variable interest rates and general economic factors could have on our operations, including our potential inability to service our indebtedness; • the impact of a deterioration of public health conditions associated with a future pandemic, epidemic or outbreak of infectious disease; • our failure to comply with complex laws and regulations applicable to the healthcare industry or to adjust our operations in response to changing laws and regulations; • the impact of governmental claims or government investigations, payor audits, and litigation, brought against our hospitals, physician practices, outpatient facilities or other business operations or against healthcare providers that provide services at our facilities; • actual or perceived failures to comply with applicable data protection, privacy and security laws, regulations, standards and other requirements could adversely affect our business, results of operations and financial condition; • inability to or delay in building, acquiring, selling, renovating or expanding our healthcare facilities; • our failure to comply with federal and state laws relating to Medicare and Medicaid enrollment, permit, licensing and accreditation requirements, or the expansion of existing or the enactment of new laws or regulation relating to permit, licensing and accreditation requirements; • effects of changes in public healthcare policy, including any reforms that may be undertaken by a new administration, and legal and regulatory restrictions on our hospitals that have physician owners; • inability to continually enhance our hospitals with the most recent technological advances in diagnostic and surgical equipment; • our status as a controlled company; and • conflicts of interest between our controlling stockholder and other holders of our common stock.
For the years ended December 31, 2024 and 2023, approximately 39.2% and 39.5%, respectively, of our total revenue was related to the Medicare program, and approximately 10.3% and 11.2%, respectively, of our total revenue was related to various state Medicaid programs.
Business—Reimbursement and Payment—Medicare” under Item 1, Congress established automatic spending reductions under the BCA and ARPA.
If reimbursement rates paid by commercial payors are reduced, if we are unable to retain and negotiate favorable contracts with private third party payors, if insured individuals move to health plans with greater coverage exclusions or restrictions or narrower networks, or if our volume of uninsured or underinsured patients increases, our revenues may decline.
Revenues derived from private third party payors accounted for 43.5% and 42.6% of our revenues for 2024 and 2023, respectively.
Medicaid enrollment is generally expected to decline through fiscal year 2025 (which ends June 30, 2025, in most states).
Growing cybersecurity threats related to the use of ransomware and other malicious software may threaten the access and utilization of critical information technology and data and may also have an adverse impact on our clinical and business operations.
In November 2023, we determined that a ransomware cybersecurity incident had impacted and disrupted a number of our operational and information technology systems.
Upon detecting the incident, we quickly activated our incident response protocols and implemented a series of containment and remediation measures, including engaging the services of cybersecurity experts and incident response professionals.
We also promptly launched an investigation, engaged external counsel to support the investigation and involved federal and state law enforcement.
During this time, our hospitals remained operational and continued to deliver patient care utilizing established downtime procedures; however, we advised local EMS systems and other providers to divert emergency ambulance transports to other facilities until the Cybersecurity Incident had been contained.
As a result of our investigation, we determined that the unauthorized actor acquired a copy of certain personal information and PHI of a limited number of our patients and personal information of employees, but did not gain access to our EHR platform.
We notified the impacted individuals and governmental authorities that require notification of such incidents for whom we have contact information and, as additional contact information becomes available, we may make additional notifications.
Additionally, because of the time taken to contain and remediate the Cybersecurity Incident, our online electronic billing systems were not functioning at their full capacities and certain billing, reimbursement and payment functions were delayed.
We estimate the Cybersecurity Incident had an adverse pre-tax impact of approximately $74 million during the year ended December 31, 2023.
This estimate includes lost revenues from the associated business interruption and costs to remediate the issue, net of insurance proceeds.
While our operations were no longer materially disrupted as of December 31, 2023, we continued to experience delays in billing claims and obtaining reimbursements and payments through the first quarter of 2024, and will incur certain expenses related to the Cybersecurity Incident, including expenses to defend claims brought by individuals (including class actions) and other expenses related to the Cybersecurity Incident.
The full scope of the costs and related impacts of this Cybersecurity Incident, including any future impact on our financial condition and results of operations, as well as the extent to which these costs will be offset by our cybersecurity insurance, has not been determined.
Business—Cybersecurity Incident." As cybersecurity threats continue to evolve, we may not be able to anticipate certain attack methods in order to implement effective protective measures, and we may be required to expend significant additional resources to continue to modify and strengthen our security measures, investigate and remediate any vulnerabilities in our information technology systems and infrastructure, or invest in new technology designed to mitigate security risks.
Additionally, the increased adoption of artificial intelligence technologies may heighten our cybersecurity risks by making cyberattacks more difficult to detect, contain, and mitigate.
As of December 31, 2024, approximately 274 employees at the Hackensack Meridian Mountainside Medical Center were represented by two labor unions and the Hackensack Meridian Mountainside Medical Center is party to two collective bargaining agreements.
A shortage of nurses and other medical and care support personnel in 2023 and 2024, combined with low unemployment rates for such personnel and intense competition from other healthcare providers, has been a significant operating issue for us and other healthcare providers.
For the years ended December 31, 2024 and 2023, $1.7 billion and $1.6 billion, respectively, of our revenue and $242.5 million and $213.7 million, respectively, of our net income was attributable to our JVs and VIEs.
UT Health East Texas accounted for 19.5% and 19.7% of our total revenue for the years ended December 31, 2024 and 2023, respectively, and 11.8% and 3.7% of our pre-tax income for the same periods, respectively.
Our next largest JV is in Pocatello, Idaho, where we operate and manage one hospital and twelve sites of care.
In particular, we may be affected by risks associated with our master services agreement with Ensemble, our vendor for revenue cycle management services, as approximately 89.1% and 90.6% of our total revenue during the years ended December 31, 2024 and 2023, respectively, was collected via such master services agreement.
We operated 30 acute care hospitals at December 31, 2024, and 21 of those hospitals, including one managed hospital, are located in Texas and Oklahoma and include 2,609 licensed beds, or 61% of our total licensed beds.
Our Texas and Oklahoma facilities’ combined net revenue represented 60.3% of our consolidated total revenue for the year ended December 31, 2024.
The Texas Waiver Program continues through 2030, but directed payment programs have limited approval periods, such as the Comprehensive Hospital Increase Reimbursement Program, or CHIRP, which is currently set to expire August 31, 2025.
See see Note 2, "Summary of Significant Accounting Policies" to our consolidated financial statements.
Economic factors have affected, and may continue to impact, our business, financial condition and results of operations.
For additional information regarding the terms of the Ventas Master Lease, see Note 4, "Related Party Transactions" to our consolidated financial statements.
As of December 31, 2024, EGI-AM Investments, L.L.C.
Risk Factors—Risks Related to Ownership of our Common Stock—Certain of our directors have relationships with our controlling stockholder, EGI-AM, and other affiliated entities of EGI, which may cause conflicts of interest with respect to our business.” As of December 31, 2024, an entity affiliated with Pure Health Holding PJSC (“Pure Health”) beneficially owned approximately 21.2% of our outstanding common stock.
As of December 31, 2024, ALH Holdings, LLC (a subsidiary of Ventas) beneficially owned approximately 6.5% of our outstanding common stock and may be in a position to influence matters affecting us.
Our significant level of indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, and prevent us from meeting our obligations under our debt instruments.
As of December 31, 2024, we had $293.1 million (net of the original issue discount and deferred financing costs) of our senior notes outstanding, $765.4 million (net of the original issue discount and deferred financing costs) of borrowings under our senior secured term loan facility and $36.6 million of finance leases and other secured debt (excluding, for the avoidance of doubt, any rent expense payable pursuant to the Ventas Master Lease or the lease arrangement with MPT).
The agreements that govern our existing indebtedness impose significant operating and financial restrictions on us and our subsidiaries, which may prevent us from capitalizing on business opportunities.
As of December 31, 2024, we carried debt at variable interest rates of $766.6 million (net of the original issue discount and deferred financing costs), which represented approximately 70.0% of our outstanding total debt.
Effective August 31, 2023, we executed interest rate swaps with Barclays Bank PLC and Bank of America, N.A., as counterparties, with notional amounts totaling approximately $529.0 million, expiring June 30, 2026.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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