Management Change/Compensation (Form 8-K)

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.