Ardent Health, Inc.

June 30, 2025

(Unaudited)

1. Description of the Business and Basis of Presentation

Reporting Entity

Ardent Health, Inc. was initially formed in 2015 as a Delaware limited liability company. On July 17, 2024, Ardent Health

Partners, LLC converted from a Delaware limited liability company into a Delaware corporationin connection with its initial

public offering and changed its name to Ardent Health Partners, Inc. Effective June 3, 2025, Ardent Health Partners, Inc.

changed its name to Ardent Health, Inc. Ardent Health, Inc. is a holding company that has affiliates that operate acute care

hospitals and other healthcare facilities and employ physicians. The terms “Ardent,” the “Company,” “we,” “our” and “us,”

as used in these notes to the unaudited condensed consolidated financial statements, refer to Ardent Health, Inc. and its

affiliates and on or prior to July 16, 2024, Ardent Health Partners, LLC and its affiliates, unless stated otherwise or indicated

by context. The term “affiliates” includes direct and indirect subsidiaries of Ardent and partnerships and joint ventures in

which such subsidiaries are equity owners. At June 30, 2025, the Company operated 30 acute care hospitals insix states,

includingtwo rehabilitation hospitals andtwo surgical hospitals.

Basis of Presentation

The financial statements include the unaudited condensed consolidated balance sheets, income statements, comprehensive

income statements, statements of cash flows and statements of changes in equity of the Company and its affiliates, which are

controlled by the Company through the Company’s direct or indirect ownership of a majority equity interest and rights

granted to the Company through certain variable interests. All intercompany balances and transactions have been eliminated

in consolidation. In the opinion of management, all adjustments, which consist of normal recurring adjustments, and

disclosures considered necessary for a fair presentation have been included.

Certain information and disclosures normally included in annual financial statements presented in accordance with U.S.

generally accepted accounting principles (“GAAP”) have been omitted in these interim financial statements pursuant to rules

and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, these unaudited condensed consolidated

financial statements and related notes should be read in conjunction with the Company's audited consolidated financial

statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2024

(the“Annual Report”).

Initial Public Offering and Corporate Conversion

On July 19, 2024, the Company completed an initial public offering of 12,000,000 shares of its common stock at a public

offering price of$16.00 per share (the "IPO") for aggregate gross proceeds of$192.0 million and net proceeds of

approximately$181.4 million, after deducting underwriting discounts and commissions of approximately$10.6 million. The

Company provided the underwriters with an option to purchase up to an additional 1,800,000 shares of common stock of the

Company, which was fully exercised by the underwriters, and, on July 30, 2024, the Company issued 1,800,000 additional

shares of common stock at$16.00 per share for additional net proceeds of approximately$27.2 million, after deducting

underwriting discounts and commissions of approximately$1.6 million. The Company’s common stock is listed on the New

York Stock Exchange under the symbol “ARDT”.

On July 17, 2024, in connection with the IPO and immediately prior to the effectiveness of the Company's registration

statement on Form S-1, the Company converted from a Delaware limited liability company into a Delaware corporation by

means of a statutory conversion (the “Corporate Conversion”) and changed its name to Ardent Health Partners, Inc. As a

result of the Corporate Conversion, the outstanding limited liability company membership units and vested profits interest

units were converted into 120,937,099 shares of common stock and outstanding unvested profits interest units were converted

into 2,848,027 shares of restricted common stock. Immediately following the Corporate Conversion, ALH Holdings, LLC, a

subsidiary of Ventas, Inc. ("Ventas"), a common unit holder that beneficially owned a percentage of the Company’s

outstanding membership interests and maintained a seat on the Company’s board of managers, making Ventas a related party,

contributed all of its outstanding common stock in AHP Health Partners, Inc. ("AHP Health Partners"), a direct subsidiary of

the Company, to Ardent Health Partners, Inc. in exchange for 5,178,202 shares of common stock of Ardent Health Partners,

Inc. (the "ALH Contribution"). As a result of the ALH Contribution, AHP Health Partners became a wholly-owned

subsidiary of Ardent Health Partners, Inc. The Corporate Conversion and the ALH Contribution have been retrospectively

applied to prior periods herein for the purposes of calculating basic and diluted net income per share. The Company’s

certificate of incorporation authorizes 750,000,000 shares of common stock and 50,000,000 shares of preferred stock, each

with a$0.01 par value per share.

General and Administrative Costs

The majority of the Company’s expenses are “cost of revenue” items. Costs that could be classified as general and

administrative by the Company include its corporate office costs and centralized corporate services such as human resources,

information technology, and finance, which were$32.6 million and$29.1 million for the three months ended June 30, 2025

and 2024, respectively, and$67.5 million and$62.0 million for thesix months ended June 30, 2025 and 2024, respectively.

2. Summary of Significant Accounting Policies

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures(“ASU 2023-09”), which requires a public business entity to disclose specific

categories in its annual effective tax rate reconciliation and provide disaggregated information about significant reconciling

items by jurisdiction and by nature. ASU 2023-09 also requires entities to disclose their income tax payments (net of refunds)

to international, federal, and state and local jurisdictions and includes several other changes to income tax disclosure

requirements. This standard is effective for annual periods beginning after December 15, 2024, and requires prospective

application with the option to apply it retrospectively. The adoption of this guidance will not affect the Company’s

consolidated results of operations, financial position or cash flows. The Company is currently evaluating the standard to

determine its impact on the Company’s disclosures.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses(“ASU 2024-03”), which

requires the disclosure of certain disaggregated expenses within the notes to the financial statements. ASU 2024-03 is

effective for annual periods beginning after December 15, 2026, and interim reporting periods within fiscal years beginning

after December 15, 2027. Adoption of ASU 2024-03 can either be applied prospectively to consolidated financial statements

issued for reporting periods after the effective date of this standard or retrospectively to any or all prior periods presented in

the consolidated financial statements. Early adoption is also permitted. The Company is currently evaluating the standard to

determine its impact on the Company’s disclosures.

Variable Interest Entities

GAAP requires variable interest entities (“VIEs”) to be consolidated if an entity’s interest in the VIE is a controlling financial

interest in accordance with Accounting Standards Codification (“ASC”) 810, Consolidation(“ASC 810”). Under the variable

interest model, a controlling financial interest is determined based on which entity, if any, has (i) the power to direct the

activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb the

losses, or the right to receive benefits, from the VIE that could potentially be significant to the VIE.

The Company performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s

involvement with a VIE could cause the Company’s consolidation conclusion to change. The consolidation status of the VIEs

with which the Company is involved may change as a result of such reassessments. Changes in consolidation status are

applied prospectively.

The Company, through its wholly-owned subsidiaries, owns majority interests in certain limited liability companies

(“LLCs”), with each LLC owning and operating one or more hospitals. The noncontrolling interest is typically owned by a

not-for-profit medical system, university, academic medical center or foundation or combination thereof (individually or

collectively referred to as “minority member”). The employees that work for the LLC and the related hospital(s) are

employees of the Company, and the Company manages the day-to-day operations of the LLC and the hospital(s) pursuant to

a management services agreement (“MSA”).

The LLCs are VIEs due to their structure as LLCs and the control that resides with the Company through the MSA. The

Company consolidates each of these LLCs as it is considered the primary beneficiary due to the MSA providing the

Company the right to direct the day-to-day operating and capital activities of the LLC and the respective hospital(s) that most

significantly impact the LLC’s economic performance. Additionally, the Company would absorb a majority of the entity’s

expected losses, receive a majority of the entity’s expected residual returns, or both, as a result of its majority ownership,

contractual or other financial interests in the entity. The MSAs are subject to termination only by mutual agreement of the

Company and minority member, except in the case of gross negligence, fraud or bankruptcy of the Company, in which case

the minority member can force termination of the MSA.

All of the Company’s VIEs meet the definition of a business, and the Company holds a majority of their issued voting equity

interests. Their assets are not required to be used only for the settlement of VIE obligations as the Company has the ability to

direct the use of the VIE assets through its joint venture and cash management agreements.

The governance rights of the minority members are restricted to those that protect their financial interests and do not preclude

consolidation of the LLCs. The rights of minority members generally are limited to such items as the right to approve the

issuance of new ownership interests, calls for additional cash contributions, the acquisition or divestiture of significant assets

and the incurrence of debt in excess of levels not expected to be incurred in the normal course of business.

As of June 30, 2025 and December 31, 2024, nine of the Company’s hospitals were owned and operated through LLCs that

have been determined to be VIEs and were consolidated by the Company. Consolidated assets at June 30, 2025 and

December 31, 2024 included total assets of VIEs equal to$1.3 billion. The Company’s VIEs do not have creditors that have

recourse to the Company. As the structure and nature of business are very similar for each of the LLCs, they are discussed

and presented herein on a combined basis.

The total liabilities of VIEs included in the Company’s unaudited condensed consolidated balance sheets are shown below (in

thousands):

Income from operations before income taxes attributable to VIEs was$68.0 million and$76.7 million for the three months

ended June 30, 2025 and 2024, respectively, and$130.6 million and$138.4 million for thesix months ended June 30, 2025

and 2024, respectively.

Accounting Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments

that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. On

an ongoing basis, the Company evaluates its estimates. The Company bases its estimates on historical experience and on

various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for

making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual

results may differ from these estimates.

Revenue Recognition

The Company’s revenue generally relates to contracts with patients in which its performance obligations are to provide

healthcare services to the patients. Revenue is recorded during the period the Company’s obligations to provide healthcare

services are satisfied. Revenue for performance obligations satisfied over time is recognized based on charges incurred in

relation to total expected charges. The Company’s performance obligations for inpatient services are generally satisfied over

periods that average approximately five days. The Company’s performance obligations for outpatient services are generally

satisfied over a period of less than one day. As the Company’s performance obligations relate to contracts with a duration of

one year or less, the Company elected the optional exemption under ASC Topic 606, Revenue from Contracts with

Customers, and, therefore, is not required to disclose the transaction price for the remaining performance obligations at the

end of the reporting period or when the Company expects to recognize revenue. Additionally, the Company is not required to

adjust the consideration for the existence of a significant financing component when the period between the transfer of the

services and the payment for such services is one year or less.

Contractual relationships with patients, in most cases, involve a third party payor (Medicare, Medicaid and managed care

health plans), and the transaction prices for services provided are dependent upon the terms provided by (Medicare and

Medicaid) or negotiated with (managed care health plans) the third party payors. The payment arrangements with third party

payors for the services provided to the related patients typically specify payments at amounts less than the Company’s

standard charges.

The Company’s revenue is based upon the estimated amounts the Company expects to be entitled to receive from patients

and third party payors. Estimates of contractual adjustments under managed care insurance plans are based upon the payment

terms specified in the related contractual agreements. Revenue related to uninsured patients and copayment and deductible

amounts for patients who have healthcare coverage may have discounts applied (uninsured discounts and other discounts).

The Company also records estimated implicit price concessions (based primarily on historical collection experience) related

to uninsured accounts to record self-pay revenue at the estimated amounts expected to be collected.

Medicare and Medicaid regulations and various managed care contracts, under which the discounts from the Company’s

standard charges must be calculated, are complex and are subject to interpretation and adjustment. The Company estimates

contractual adjustments on a payor-specific basis based on its interpretation of the applicable regulations or contract terms.

However, the necessity of the services authorized and provided, and resulting reimbursements, are often subject to

interpretation. These interpretations may result in payments that differ from the Company’s estimates. Additionally, updated

regulations and contract renegotiations occur frequently, necessitating continual review and assessment of the estimates by

management.

Laws and regulations governing Medicare and Medicaid programs are complex and subject to interpretation and change.

Estimated reimbursement amounts are adjusted in subsequent periods as cost reports are prepared and filed and as final

settlements are determined (in relation to certain government programs, primarily Medicare, this is generally referred to as

the “cost report” filing and settlement process). Settlements under reimbursement agreements with third party payors are

estimated and recorded in the period in which the related services are rendered and are adjusted in future periods as final

settlements are determined. Final determination of amounts earned under the Medicare, Medicaid and other third party payor

programs often occurs in subsequent years because of audits by the programs, rights of appeal, and the application of

technical provisions. Settlements are considered in the recognition of net patient service revenue on an estimated basis in the

period the related services are rendered, and such amounts are subsequently adjusted in future periods as adjustments become

known or as years are no longer subject to such audits and reviews. Differences between original estimates and subsequent

revisions, including final settlements, are included in the results of operations of the period in which the revisions are made.

For the three months ended June 30, 2025 and 2024, these adjustments resulted in an increase to net patient service revenue

of$0.3 million and a decrease to net patient service revenue of$0.5 million, respectively, and for thesix months ended June

30, 2025, an increase to net patient service revenue of$9.2 million. The adjustments hadno net impact to net patient service

revenue for thesix months ended June 30, 2024.

At June 30, 2025 and December 31, 2024, the Company’s settlements under reimbursement agreements with third party

payors were anet receivable of$34.4 million and$1.9 million, respectively, of which a receivable of$63.0 million and

$42.6 million, respectively, was included in other current assets and a payable of$28.6 million and$40.7 million,

respectively, was included in other accrued expenses and liabilities in the unaudited condensed consolidated balance sheets.

Final determination of amounts earned under prospective payment and other reimbursement activities is subject to review by

appropriate governmental authorities or their agents. In the opinion of the Company’s management, adequate provision has

been made for any adjustments that may result from such reviews.

Subsequent adjustments that are determined to be the result of an adverse change in the patient’s or the payor’s ability to pay

are recognized as bad debt expense. Bad debt expense for thethree and six months ended June 30, 2025 and 2024 was not

material to the Company.

The Company’s total revenue is presented in the following table (dollars in thousands):

The Company provides care without charge to certain patients who qualify under the local charity care policy of the hospital

where the patient receives services. The Company estimates that its costs of care provided under its charity care programs

approximated$35.6 million and$13.9 million for the three months ended June 30, 2025 and 2024, respectively, and$43.8

million and$33.6 million for thesix months ended June 30, 2025 and 2024, respectively. The Company does not report a

charity care patient’s charges in revenue as it is the Company’s policy not to pursue collection of amounts related to these

patients, and therefore contracts with these patients do not exist.

The Company’s management estimates its costs of care provided under its charity care programs utilizing a calculated ratio of

costs to gross charges multiplied by the Company’s gross charity care charges provided. The Company’s gross charity care

charges include only services provided to patients who are unable to pay and qualify under the Company’s local charity care

policies. To the extent the Company receives reimbursement through the various governmental assistance programs in which

it participates to subsidize its care of indigent patients, the Company does not include these patients’ charges in its cost of

care provided under its charity care program.

Market Risks

The Company’s revenue is subject to potential regulatory and economic changes in certain states where the Company

generates significant revenue. The following is an analysis by state of revenue as a percentage of the Company’s total

revenue for those states in which the Company generates significant revenue:

Supplemental Programs

Several of the Company’s facilities participate in supplemental Medicaid reimbursement programs to offset a portion of the

costs associated with providing care to Medicaid patients. These programs are funded with a combination of state and federal

resources and may be in the form of payments, such as upper payment limit payments, that are intended to address the

difference between traditional Medicaid fee-for-service payments and Medicare reimbursement rates, or payments under

other programs that vary by state under Section 1115 waivers. Additionally, many states have implemented directed payment

programs to direct certain Medicaid managed care plan expenditures. In most cases, these programs are authorized by the

Centers for Medicare & Medicaid Services ("CMS")for a specified period of time and subject to periodic extension or re-

approval. Many of states in which we receive supplemental Medicaid payments have adopted assessments or taxes levied on

healthcare providers to fund the non-federal portion of Medicaid programs. These payment programs are currently under the

review ofcertain government agencies. Additionally, some states have requested modifications to their existing

supplemental payment programs during the annual renewal process with CMS. .

The Company recognizes revenue and related expenses under these programs in the period in which amounts are estimable

and payment is reasonably assured. Reimbursements under these programs are included within total revenue, and assessments

and other program-related costs are included within other operating expenses in the Company's unaudited condensed

consolidated income statements.

Acquisitions

Acquisitions are accounted for using the acquisition method of accounting prescribed by ASC 805, Business Combinations,

and the results of operations are included in the unaudited condensed consolidated income statement from the respective

dates of acquisition. The purchase price of these transactions is allocated to the assets acquired and liabilities assumed based

upon their respective fair values at the date of acquisition and can be subject to change up to 12 months subsequent to the

acquisition date due to settling amounts related to purchased working capital and final determination of fair value estimates.

The Company is required to allocate the purchase price of acquired businesses to identifiable assets acquired and liabilities

assumed and, if applicable, noncontrolling interests based on their fair values. The Company records the excess of the

purchase price allocation over those fair values as goodwill.

On January 1, 2025, the Company completed the acquisitions of certain assets and operationsof 18 urgent care clinics in New

Mexico and Oklahoma for a combined purchase price of $27.5 million. The consideration transferred on December 31, 2024,

consisted solely of cash. Upon closing of the acquisitions, approximately$4.1 million was placed into escrow to cover

potential working capital adjustments and to secure certain indemnification obligations pursuant to the terms of the purchase

agreements. This escrow amount is included in the total purchase consideration of$27.5 million. Most of the combined

purchase price for assets and operations acquired was recorded as goodwill with an immaterial portion allocated to

identifiable assets acquired and liabilities assumed. The fair values of assets and liabilities recorded as of June 30, 2025

related to these acquisitions are provisional and will be finalized at the close of the measurement period.

Fair Value of Financial Instruments

Cash and cash equivalents, accounts receivable, inventories, prepaid expenses, other current assets, accounts payable, accrued

salaries and benefits, accrued interest and other accrued expenses and current liabilities (other than those pertaining to lease

liabilities) are reflected in the accompanying unaudited condensed consolidated financial statements at amounts that

approximate fair value because of the short-term nature of these instruments. The fair value of the Company’s revolving

credit facility also approximates its carrying value as it bears interest at current market rates. Refer to Note 5, Interest Rate

Swap Agreements, for discussion of the fair value measurement of the Company’s derivative instruments.

The carrying amounts and fair values of the Company’s senior secured term loan facility and its 5.75% Senior Notes due

2029 (the “5.75% Senior Notes”) were as follows (in thousands):

The estimated fair values of the Company’s senior secured term loan facility and the 5.75% Senior Notes were based upon

quoted market prices at that date and are categorized as Level 2 within the fair value hierarchy.

Noncontrolling Interests

The financial statements include the financial position and results of operations of hospital and healthcare operations in which

the Company owned less than 100% of the equity interests, but maintained a controlling interest during the presented periods.

Earnings or losses attributable to the noncontrolling interests are presented separately in the consolidated income statements.

In accordance with ASC 810, holders of noncontrolling interests are considered to be equity holders in the consolidated

company, pursuant to which noncontrolling interests are classified as part of equity, unless the noncontrolling interests are

redeemable. Certain redemptive features associated with the noncontrolling interests for The University of Kansas Health

System – St. Francis Campus (“St. Francis”) could require the Company to deliver cash if the redemptive features are

exercised. These redemptive features could be exercised upon, among other things, the Company’s exclusion or suspension

from participation in any federal or state government healthcare payor program. Therefore, the noncontrolling interests

balance for St. Francis is classified outside the permanent equity section of the Company’s unaudited condensed consolidated

balance sheets.

The redeemable noncontrolling interests related to St. Francis at June 30, 2025 and December 31,2024 have not been

subsequently measured at fair value since the acquisition date in 2017. The noncontrolling interests are not currently

redeemable and it is not probable that the noncontrolling interests will become redeemable as the possibility of the Company

being excluded orsuspended from participation in any federal or state government healthcare payor program is remote.

Earnings Per Share

Basic net income per share is computed by dividing net income available to common stockholders by the weighted-average

common shares outstanding during the period. Diluted net income per share takes into account the potential dilution that

could occur if securities or other contracts to issue shares, such as unvested restricted stock units, were exercised and

converted into shares. Diluted net income per share is computed by dividing net income available to common stockholders by

the weighted-average common shares outstanding during the period, increased by the number of additional shares that would

have been outstanding if the potential shares had been issued and were dilutive.

3. Related Party Transactions

Effective August 4, 2015, Ventas acquired ownership of the Company’s real estate in exchange for a$1.4 billion payment

from Ventas and the Company’s agreement to lease the acquired real estate back from Ventas (the “Ventas Master Lease”).

The Ventas Master Lease is a 20-year master lease agreement (with a renewal option for an additional 10 years) with certain

subsidiaries of Ventas, pursuant to which the Company currently leases 10 of the Company’s hospitals. The Ventas Master

Lease includes an annual rent escalator equal to the lesser of four times the Consumer Price Index or 2.5%. In accordance

with ASC 842, Leases, variable lease payments are excluded from the Company’s minimum rental payments used to

determine the right-of-use assets and lease obligations and are recognized as expense when incurred. The Ventas Master

Lease includes a number of operating and financial restrictions on the Company. Management believes it was in compliance

with all financial covenants as of June 30, 2025.

The Company recorded rent expense related to the Ventas Master Lease and other lease agreements with Ventas for certain

medical office buildings of$37.8 million and$37.0 million for the three months ended June 30, 2025 and 2024, respectively,

and$75.9 million and$74.2 million for thesix months ended June 30, 2025 and 2024, respectively.

4. Long-Term Debt and Financing Matters

Long-term debt consists of the following (in thousands):

As of June 30, 2025 and December 31,2024, the senior secured term loan facility reflected an original issue discount

(“OID”) of$3.2 million and$3.7 million, respectively. As of June 30, 2025 and December 31,2024, the 5.75% Senior Notes

balance reflected an OID of$0.4 million.

Senior Secured Credit Facilities

On August 24, 2021, the Company entered into a credit agreement (the "Term Loan B Credit Agreement") for itssenior

secured term loan facility (the "Term Loan B Facility"), which provided funding up to a principal amount of$900.0 million

with aseven year maturity. Principal under the Term Loan B Facility was due in consecutive equal quarterly installments of

0.25% of the initial$900.0 million principal amount as of the execution of the credit agreement (subject to certain reductions

from time to time as a result of the application of prepayments), with the remaining balance due upon maturity of the Term

Loan B Facility. The proceeds from the Term Loan B Facility were used to prepay in full the Company's then-outstanding

$825.0 million senior secured term loan facility, including any accrued and unpaid interest, fees and other expenses related to

the transaction. On June 8, 2023, the Company further amended the Term Loan B Credit Agreement to replace the London

Interbank Offered Rate ("LIBOR") with the Term Secured Overnight Financing Rate ("SOFR") and Daily Simple SOFR

(each as defined in the amended Term Loan B Credit Agreement) as the reference interest rate. On June 26, 2024, the

Company used cash on hand to prepay$100.0 million of the$877.5 million outstanding principal on the Term Loan B

Facility, which prepaid all remaining required quarterly principal payments; and no modification was made to the Term Loan

B Credit Agreement as a result of this prepayment. Effective July 19, 2024, pursuant to the terms of the Term Loan B Credit

Agreement and as a result of the IPO, the applicable margin was automatically reduced by 25 basis points to 3.25% over

Term SOFR and 2.25% over base rate. On September 18, 2024, the Company executed an amendment to reprice its Term

Loan B Credit Agreement. The repricing reduced the applicable interest rate by 50 basis points from Term SOFR plus 3.25%

to Term SOFR plus 2.75% and from the base rate plus 2.25% to the base rate plus 1.75%, and it eliminated the credit spread

adjustment. No modifications were made to the maturity of the loans as a result of the repricing and all other terms were

substantially unchanged.

Effective July 8, 2021, the Company entered into an amended and restated senior credit agreement for its$225.0 million

senior secured asset-based revolving credit facility (the “ABL Credit Agreement”). The ABL Credit Agreement consisted of

a$225.0 million senior secured asset-based revolving credit facility with afive-year maturity. On April 21, 2023, the

Company further amended and restated the ABL Credit Agreement to replace LIBOR with the Term SOFR and Daily Simple

SOFR (each as defined in the amended ABL Credit Agreement) as the reference interest rate. On June 26, 2024, the

Company further amended the ABL Credit Agreement to increase the revolving commitment to$325.0 million and extend its

maturity date to June 26, 2029.

The Term Loan B Credit Agreement and ABL Credit Agreement contain a number of customary affirmative and negative

covenants that limit or restrict the ability of the Company and its subsidiaries to (subject, in each case, to a number of

important exceptions, thresholds and qualifications as set forth in the Term Loan B Credit Agreement and ABL Credit

Agreement):

•incur additional indebtedness (including guarantee obligations);

•incur liens;

•make certain investments;

•make certain dispositions and engage in certain sale / leaseback transactions;

•make certain payments or other distributions; and

•engage in certain transactions with affiliates.

In addition, the ABL Credit Agreement contains a springing financial covenant that requires the maintenance, after failure to

maintain a specified minimum amount of availability to borrow under the senior secured asset-based revolving credit facility,

of a minimum fixed charge coverage ratio of 1.00 to 1.00, as determined at the end of each fiscal quarter. Management

believes that as of June 30, 2025 the Company maintained more than the minimum amount of availability under the senior

secured asset-based revolving credit facility and, therefore, the minimum fixed charge ratio described herein was not

applicable.

Borrowings under the Term Loan B Facility bear interest at a rate per annum equal to, at the Company’s option, either (i) a

base rate (the “base rate”) determined by reference to the highest of (a) the federal funds effective rate plus 0.50%, (b) the

rate last quoted by Bank of America as the “Prime Rate” in the United States for U.S. dollar loans, and (c) Term SOFR

applicable for an interest period of one month (not to be less than 0.50% per annum), plus 1.00% per annum, in each case,

plus an applicable margin, or (ii) Term SOFR (not to be less than 0.50% per annum) for the interest period selected, in each

case, plus an applicable margin. The applicable margins are as follows:

•under the Term Loan B Credit Agreement, the applicable margin was equal to 2.50% for base rate borrowings and

3.50% for Term SOFR borrowings;

•effective July 19, 2024, pursuant to the terms of the Term Loan B Credit Agreement and as a result of the IPO, the

applicable margin was automatically reduced to 2.25% for base rate borrowings and 3.25% for Term SOFR

borrowings; and

•effective September 18, 2024, the Company completed a repricing of its Term Loan B Credit Agreement, upon

which the applicable margin was reduced to 1.75% for base rate borrowings and 2.75% for Term SOFR borrowings.

The$325.0 million senior secured asset-based revolving credit facility is comprised of two tranches: (1) a$275.0 million

non-UT Health East Texas borrowers’ tranche and (2) a$50.0 million UT Health East Texas borrowers’ tranche available to

the Company’s East Texas Health System, LLC subsidiary (collectively referred to as the “ABL Facilities”). At the election

of the borrowers under the applicable ABL Facility loan, the interest rate per annum applicable to loans under the ABL

Facilities is based on a fluctuating rate of interest determined by reference to either (i) the base rate determined by reference

to the highest of (A) the federal funds effective rate plus 0.50%, (B) the rate last quoted by The Wall Street Journal as the

“Prime Rate” in the United States for U.S. dollar loans from time to time, and (C) Term SOFR (as adjusted for any applicable

statutory reserve rate) applicable for an interest period of one month, plus 1.00% per annum, in each case, plus an applicable

margin, or (ii) the higher of Term SOFR or 0.00% per annum for the interest period selected, in each case, plus an applicable

margin. The applicable margin is determined based on the percentage of the average daily availability of the applicable ABL

Facility. The applicable margin for the non-UT Health East Texas ABL Facility loan ranges from 0.5% to 1.0% for base rate

borrowings and 1.5% to 2.0% for Term SOFR borrowings. The applicable margin for the UT Health East Texas ABL Facility

loan ranges from 1.5% to 2.0% for base rate borrowings and 2.5% to 3.0% for Term SOFR borrowings.

The Term Loan B Facility and ABL Facilities are collectively referred to herein as the “Senior Secured Credit Facilities.”

The Senior Secured Credit Facilities are guaranteed by the Company and certain of the Company’s subsidiaries. Guarantees

of the Company’s subsidiaries that are tenants under the Ventas Master Lease (“Tenants”) are limited to (i) the Term Loan B

Facility and (ii) the obligations of the loan parties under the ABL Facilities (excluding any obligations of the entities that

constitute the UT Health East Texas system). In addition, the guarantees of the Tenants with respect to the indebtedness

incurred under both the Term Loan B Facility and ABL Facilities are subject to an aggregate dollar cap amount.

The non-UT Health East Texas ABL Facility is secured by first priority liens over substantially all of the Company’s and

each guarantor’s accounts and other receivables, chattel paper, deposit accounts and securities accounts, general intangibles,

instruments, investment property, commercial tort claims and letters of credit relating to the foregoing, along with books,

records and documents, and proceeds thereof, subject to certain exceptions (the “ABL Priority Collateral”), and a second

priority lien over substantially all of the Company’s and each guarantor’s other assets (including all of the capital stock of the

domestic guarantors), subject to certain exceptions (the “Term Priority Collateral”). The obligations of the UT Health East

Texas ABL Facility and obligations in excess of the maximum aggregate dollar cap amount permitted to be guaranteed by the

Tenants under the Term Loan B Facility and ABL Facilities, in each case, are not secured by the assets of the subsidiaries that

are also Tenants.

The Term Loan B Facility is secured by a first priority lien on the Term Priority Collateral and a second priority lien on the

ABL Priority Collateral. Certain excluded assets are not included in the Term Priority Collateral or the ABL Priority

Collateral. The obligations in excess of the maximum aggregate dollar cap amount permitted to be guaranteed by the Tenants

under the Term Loan B Facility and ABL Facilities, in each case, are not secured by the assets of the subsidiaries that are also

Tenants.

Subject to certain exceptions (including with regard to the ABL Priority Collateral), thresholds and reinvestment rights, the

Term Loan B Facility is subject to mandatory prepayments with respect to:

•net cash proceeds of issuances of debt by AHP Health Partners or any of its restricted subsidiaries that are not

permitted by the Term Loan B Facility;

•subject to certain thresholds, reinvestment permissions and carve-outs,100% (with step-downs to 50% and 0%,

based upon achievement of specified senior secured net leverage ratio levels) of net cash proceeds of certain asset

sales;

•subject to certain thresholds, reinvestment permissions and carve-outs,100% (with step-downs to 50% and 0%,

based upon achievement of specified senior secured net leverage ratio levels) of net cash proceeds of certain

insurance and condemnation events;

•50% (with step-downs to 25% and 0%, based upon achievement of specified senior secured net leverage ratio levels)

of annual excess cash flow, net of certain voluntary prepayments of secured indebtedness, of AHP Health Partners

and its subsidiaries commencing with the fiscal year ending December 31, 2022; and

•net cash proceeds received in connection with any exercise of the purchase option of the loans by Ventas under the

Relative Rights Agreement.

5.75% Senior Notes due 2029

On July 8, 2021, AHP Health Partners (the “Issuer”) issued the 5.75% Senior Notes, which mature on July 15, 2029, pursuant

to an indenture (the “2029 Notes Indenture”). The 2029 Notes Indenture provides that the 5.75% Senior Notes are general

unsecured, senior obligations of the Issuer and are unconditionally guaranteed on a senior unsecured basisby the Company

and certain subsidiaries of the Issuer. In addition, the guarantees of the Tenants are subject to an aggregate dollar cap amount.

The 5.75% Senior Notes are subordinate to the Senior Secured Credit Facilities.

The 5.75% Senior Notes bear interest at a rate of 5.75% per annum and accrue from July 8, 2021. Interest is payable semi-

annually, in cash in arrears on January 15 and July 15 of each year, commencing on January 15, 2022. The Issuermay

redeem the 5.75% Senior Notes, in whole or in part, at any time and from time to time, at the redemption prices set forth

below, plus accrued and unpaid interest, if any, to the redemption date, subject to compliance with certain conditions:

If the Issuer experiences certain change of control events, the Issuer must offer to repurchase all of the 5.75% Senior Notes

(unless otherwise redeemed) at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if

any, to the repurchase date. If the Issuer sells certain assets and does not reinvest the net proceeds or repay senior debt in

compliance with the 2029 Notes Indenture, it must offer to repurchase the 5.75% Senior Notes at 100% of the principal

amount thereof, plus accrued and unpaid interest, if any, to the repurchase date.

Future Installments

Future installments of long-term debt at June 30, 2025, excluding unamortized discounts and unamortized deferred financing

costs, are as follows (in thousands):

5. Interest Rate Swap Agreements

Market risks relating to the Company’s operations result primarily from changes in interest rates. The Company’s exposure to

interest rate risk results from the entry into financial debt instruments that arose from transactions entered into during the

normal course of business. As part of an overall risk management program, the Company evaluates and manages exposure to

changes in interest rates on an ongoing basis. The Company has no intention of entering into financial derivative contracts,

other than to hedge a specific financial risk. To mitigate the Company’s exposure to fluctuations in interest rates, the

Company uses pay-fixed interest rate swaps, generally designated as cash flow hedges of interest payments on floating rate

borrowings. Pay-fixed swaps effectively convert floating-rate borrowings to fixed-rate borrowings. Unrealized gains or losses

from the designated cash flow hedges and related tax effects are deferred in accumulated other comprehensive income

(“AOCI”) and recognized in earnings as the interest payments occur. Hedges and derivative financial instruments may

continue to be used in the future in order to manage interest rate exposure.

The Company has entered into interest rate swap agreements to manage its exposure to fluctuations in interest rates. The

valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow

analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives,

including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied

volatilities. The Company has determined the inputs used to value its derivatives fall within Level 2 of the fair value

hierarchy.

On October 8, 2021, the Company executed interest rate swap agreements (the “October 2021 Agreements”) with Barclays

Bank PLC and Bank of America, N.A. as counterparties, with initial notional amounts totaling$529.0 million and an

effective date of August 31, 2023 and expiring June 30, 2026. The notional amounts decline over time until expiration. Under

the October 2021 Agreements, the Company was required to make monthly fixed rate payments at annual rates ranging from

1.53% to 1.55%, and the counterparties were obligated to make monthly floating rate payments to the Company based on

one-month LIBOR, each subject to a floor of 0.50%. Effective August 31, 2023, the Company amended the October 2021

Agreements to adjust the fixed rates and replace the LIBOR floating interest rate options with Term SOFR floating rate

options. Under the amended October 2021 Agreements, the Company is required to make monthly fixed rate payments at

annual rates ranging from 1.47% to 1.48%, and the counterparties are obligated to make monthly floating rate payments to

the Company based on one-month Term SOFR, each subject to a floor of 0.39%. As of June 30, 2025, the notional amounts

under the October 2021 Agreements were$399.8 million.

On February 5, 2025, the Company executed new interest rate swap agreements (the "February 2025 Agreements") with

Truist Bank and Royal Bank of Canada, as counterparties, with an effective date of June 30, 2025 and expiring June 26,2029.

As of the effective date, the notional amounts totaled$0.6 million, and will accrete up to$400.4 million by June 30, 2026,

when the October 2021 Agreements expire. Under the February 2025 Agreements, the Company is required to make monthly

fixed payments at annual rates ranging from 3.97% to 3.98% and the counterparties are required to make monthly floating

rate payments to the Company based on one-month Term SOFR, each subject to a floor of 0.50%. As of June 30, 2025, the

notional amounts under the February 2025 Agreements were$0.6 million.

The Company accounts for its interest rate swap agreements in accordance with ASC 815, Derivatives and Hedging. The

October 2021 Agreements and February 2025 Agreements are designated as cash flow hedges and recorded at fair value on

the Company’s unaudited condensed consolidated balance sheets with changes in fair value included in AOCI as a

component of equity and reclassified into interest expense in the same periods during which the hedge transactions affect

earnings.

The Company performs assessments of effectiveness for its cash flow hedges on a quarterly basis to confirm that the hedges

continue to meet the highly effective criteria required to continue applying cash flow hedge accounting. During thesix

months ended June 30, 2025 and the year ended December 31, 2024, these hedges were highly effective. Accordingly, no

unrealized gain or loss related to these hedges was reflected in the accompanying unaudited condensed consolidated income

statements, and the change in fair value was included in AOCI as a component of equity. Realized gains and losses during the

periods have been reclassified from AOCI to interest expense.

The following table presents the effects of derivatives in cash flow hedging relationships on the Company’s AOCI and

earnings (in thousands):

In the 12 months following June 30, 2025, the Company estimates that an additional$7.3 million will be reclassified asa

reduction to interest expense.

As of June 30, 2025 and December 31, 2024, the fair value of the Company’s interest rate swap agreements reflected anet

liability balance of$0.5 million and anet asset balance of$13.2 million, respectively. The following table presents the fair

value of the Company’s interest rate swap agreements as recorded in the unaudited condensed consolidated balance sheets (in

thousands):

6. Income Taxes

The Company’s income tax provision was$26.3 million and$15.2 million, which equates to an effective tax rate of 21.6%

and 18.5%, for the three months ended June 30, 2025 and 2024, respectively. The Company’s income tax provision was

$41.5 million and$25.9 million, which equates to an effective tax rate of 21.2% and 18.7%, for thesix months ended June

30, 2025 and 2024, respectively.

The Company follows the provisions of ASC 740, Income Taxes, regarding unrecognized tax benefits. At June 30, 2025 and

December 31,2024, the Company hadno accrual for unrecognized tax benefits.

As of June 30, 2025, the Company had no ongoing or pending federal examinations for prior years. The Company has

outstanding federal income tax refund claims for the 2016 and 2018 tax years. At June 30, 2025, the refund claims totaled

$10.0 million and were included in other current assets on the Company’sunaudited condensed consolidated balance sheet.

These refund claims are subject to ongoing Joint Committee on Taxation reviews, as well as a statute waiver through

December 31, 2026 that has been agreed to for the years 2016 through 2018. As of June 30, 2025, the Company has accrued

$0.5 million of interest income related to the refund claim, which was included in the Company's income tax expense for the

six months ended June 30, 2025. The Company’s tax years from 2021 through 2024 remain open to examination by federal

and state taxing authorities.

7. Self-Insured Liabilities

The liabilities for professional, general, workers’ compensation and occupational injury liability risks are based on actuarially

determined estimates. Liabilities for professional, general, workers’ compensation and occupational injury liability risks

represent the estimated ultimate cost of all reported and unreported losses incurred through the respective balance sheet dates.

The Company provides an accrual for actuarially determined claims reported but not paid and estimates of claims incurred

but not reported.

Professional and General Liability

The total costs for professional and general liability losses are based on the Company’s premiums and retention costs, and

were$24.3 million and$16.4 million for the three months ended June 30, 2025 and 2024, respectively, and$41.3 million and

$34.9 million for thesix months ended June 30, 2025 and 2024, respectively.

Workers' Compensation and Occupational Injury Liability

The total amounts for workers’ compensation liability insurance are based on the Company’s premiums and retention costs,

and were a benefit of$1.8 million and an expense of$0.9 million for the three months ended June 30, 2025 and 2024,

respectively, and an expense of$0.5 million and$3.3 million for thesix months ended June 30, 2025 and 2024, respectively.

8. Employee Benefit Plans

Defined Contribution Plan

The Company maintains defined contribution retirement plans that cover its eligible employees. The Company incurred total

costs related to the retirement plans of$13.2 million and$11.8 million for the three months ended June 30, 2025 and 2024,

respectively, and$27.8 million and$25.0 million for thesix months ended June 30, 2025 and 2024, respectively.

Employee Health Plan

The Company maintains a self-insured medical and dental plan for substantially all of its employees. Amounts are accrued

under the Company’s medical and dental plans as the claims that give rise to them occur, and the Company includes a

provision for incurred but not reported claims. Incurred but not reported claims are estimated based on an average lag time

and experience. Accruals are based on the estimated ultimate cost of settlement, including claim settlement expenses.

The total costs of employee health coverage were$45.5 million and$42.9 million for the three months ended June 30, 2025

and 2024, respectively, and$90.0 million and$86.7 million for thesix months ended June 30, 2025 and 2024, respectively.

9. Commitments and Contingencies

Litigation and Regulatory Matters

From time to time, claims and suits arise in the ordinary course of the Company’s business. The Company has been, is

currently, and may in the future be subject to claims, lawsuits, qui tam actions, civil investigative demands, subpoenas,

investigations, audits and other inquiries related to its operations. In certain of these actions, plaintiffs request punitive or

other damages against the Company that may not be covered by insurance. These claims, lawsuits, and proceedings are in

various stages of adjudication or investigation and involve a wide variety of claims and potential outcomes. Depending on

whether the underlying conduct in these or future inquiries or investigations could be considered systemic, their resolution

could have a material adverse effect on the Company’s results of operations, financial position or liquidity.

The Company records accruals for such contingencies to the extent that the Company concludes it is probable that a liability

has been incurred and the amount of the loss can be reasonably estimated. Management does not believe that the Company is

party to any proceeding that, either individually or in the aggregate could have a material adverse effect on the business,

financial condition, results of operations or liquidity of the Company.

In November 2023, the Company determined that a ransomware cybersecurity incident had impacted and disrupted a number

of the Company’s operational and information technology systems (the “Cybersecurity Incident”). During this time, the

Company’s hospitals remained operational and continued to deliver patient care utilizing established downtime procedures.

The Company immediately suspended user access to impacted information technology applications, executed cybersecurity

protection protocols, and took steps to restrict further unauthorized activity. Additionally, because of the time taken to contain

and remediate the Cybersecurity Incident, online electronic billing systems were not functioning at their full capacities and

certain billing, reimbursement and payment functions were delayed, which had an adverse impact on the Company’s results

of operations and cash flows for 2023 and the first quarter of 2024.

As a result of the Cybersecurity Incident, three putative class actions were filed against the Company in the U.S. District

Court for the Middle District of Tennessee: Burke v. AHS Medical Holdings LLC, No. 3:23-cv-01308; Redd v. AHS Medical

Holdings, LLC, No. 3:23-cv-01342; and Epperson v. AHS Management Company, Inc., No. 3:24-cv-00396. These cases

were consolidated by the District Court on April 24, 2024, under the caption Hodge v. AHS Management Company, Inc., No.

3:23-cv-01308 (M.D. Tenn.). The complaint for the consolidated class action, filed on behalf of approximately 38,000

individuals who allege their personal information and protected health information were affected by the Cybersecurity

Incident, generally asserts state common law claims of negligence, breach of implied contract, unjust enrichment, breach of

fiduciary duty, and invasion of privacy with respect to how the Company managed sensitive data. On October 4, 2024, the

Company executed a settlement agreement to resolve the consolidated class action litigation. On October 9, 2024, the District

Court preliminarily approved the settlement. Plaintiffs filed a Motion for Final Approval of the Settlement (“Motion for Final

Approval”), which the Company did not oppose. Following a hearing on the Motion for Final Approval that was conducted

on August 1, 2025, the Court ordered Class Counsel, the Settlement Administrator and the Company to implement the agreed

upon settlement of the consolidated case. Pursuant to the settlement, the Company will make settlement payments, the total

of which will not have a material impact on the Company’s results of operations, financial position or liquidity. Upon entry of

the Final Order, the clerk was ordered to close the case.

During thesix months ended June 30, 2025, the Company received$21.5 million of business insurance recovery proceeds

related to the Cybersecurity Incident, all of which was included in other non-operating gains on the Company's condensed

consolidated income statement. No business insurance recovery proceeds related to the Cybersecurity Incident were received

during the three months ended June 30, 2025.

Acquisitions

The Company has acquired, and plans to continue to acquire, businesses with prior operating histories. Acquired companies

may have unknown or contingent liabilities, including liabilities for failure to comply with healthcare laws and regulations,

such as billing and reimbursement, fraud and abuse and anti-kickback laws. The Company has from time to time identified

certain past practices of acquired companies that do not conform to its standards. Although the Company institutes policies

designed to conform such practices to its standards following completion of acquisitions, there can be no assurance that the

Company will not become liable for the past activities of these acquired facilities that may later be asserted to be improper by

private plaintiffs or government agencies. Although the Company generally seeks to obtain indemnification from prospective

sellers covering such matters, there can be no assurance that any such matter will be covered by indemnification or, if

covered, that such indemnification will be adequate to cover potential losses and fines.

10. Segments

The Company hasone reportable segment: healthcare services. The healthcare services segment generates revenues by

delivering care to its customers, or patients, through its integrated network of hospitals, ambulatory facilities, and physician

practices. The Company's Chief Operating Decision Maker ("CODM") is its President and Chief Executive Officer, who

regularly reviews financial operating results on a consolidated basis for purposes of allocating resources and evaluating

financial performance. The Company’s CODM manages the operations on a consolidated basis to make decisions about

overall company resource allocation and to assess overall company performance.

The CODM’s assessment of segment performance and allocation of segment resources is based on consolidated net income

attributable to Ardent Health, Inc. The CODM uses this consolidated profitability measure to monitor budget versus actual

results, compare Company profitability period-over-period and make capital investment decisions.

The following table presents the composition of consolidated net income attributable to Ardent Health, Inc. for the healthcare

services segment, including significant expenses that are regularly provided to and reviewed by the CODM (in thousands):

The measure of segment assets is reported on the unaudited condensed consolidated balance sheets as total consolidated

assets. The accounting policies for the segment are consistent with the consolidated accounting policies provided in Note 2.

As of June 30, 2025 and December 31, 2024, all of the Company’s long-lived assets were located in the United States, and

for thethree and six months ended June 30, 2025 and 2024, all revenue was earned in the United States.

11. Earnings Per Share

Basic net income per share is computed by dividing net income attributable to common stockholders by the weighted-average

number of common shares outstanding. Diluted net income per share is computed by dividing net income attributable to

common stockholders by the weighted-average number of common shares outstanding plus the dilutive effect of outstanding

securities, and such dilutive effect is computed using the treasury stock method.

For the purposes of determining the basic and diluted weighted-average number of common shares outstanding during the

periods presented that are prior to the Corporate Conversion and ALH Contribution, the Company retrospectively reflected

the effects of the Corporate Conversion and the ALH Contribution. As such, the basic and diluted weighted-average number

of common shares outstanding for those periods reflect the conversion of the Company's membership units into common

stock on the date of the Corporate Conversion and ALH Contribution, assuming that all common stock issued in conjunction

with the Corporate Conversion and ALH Contribution was issued and outstanding as of the beginning of the earliest period

presented.

The following table sets forth the computation of basic and diluted net income per share (in thousands, except share and per

share amounts):

The following table sets forth the components of the denominator for the computation of basic and diluted net income per

share for net income attributable to Ardent Health, Inc. stockholders:

(1)The effect of dilutive securities does not reflect 850,744 and 641,768 weighted-average potential common shares from restricted stock awards and

restricted stock units for thethree and six months ended June 30, 2025, respectively, because their effect was antidilutive as calculated under the

treasury stock method.