Ardent Health Partners Inc 2024年度报告

Form 10-K (Mark One) (Exact name of Registrant as specified in its charter) 61-1764793 (I.R.S. EmployerIdentification No.) 615 296-3000 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange on WhichRegistered Common Stock, $0.01 par value pershare New York Stock Exchange Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☐ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days. Yes☐No☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submitsuch files). Yes☐No☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting companyor an emerging growth company (each as defined in Exchange Act Rule 12b-2). Accelerated filer☐ Smaller reporting company☐ Large accelerated filer☐ Emerging growth company☐ Non-accelerated filer☐ If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether the financial statements of the Registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the Registrant’s executive o☐cers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes☐No☐ Auditor PCAOB ID Number:42Auditor Name: Ernst & YoungLLPAuditor Location: Nashville, Tennessee,United States of AmericaThe Registrant was not a public company as of the last business day of its most recently completed second fiscal quarter and, therefore, cannotcalculate the aggregate market value of its common equity held by non-affiliates as of such date. The Registrant's common stock began trading onthe New York Stock Exchange on July 18, 2024.As of February 27, 2025, the Registrant had 142,750,013 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Part III incorporates certain information by reference from the Registrant’s definitive proxy statement for the 2025 annual meeting of shareholders,which will be filed no later than 120 days after the Registrant's fiscal year ended December 31, 2024. TABLE OF CONTENTS Page Part I Item 1.Business1Item 1A.Risk Factors29Item 1B.Unresolved Staff Comments59Item 1C.Cybersecurity60Item 2.Properties61Item 3.Legal Proceedings61Item 4.Mine Safety Disclosures62 Part II Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities63Item 6.Reserved64Item 7.Management's Discussion and Analysis of Financial Condition and Results ofOperations65Item 7A.Quantitative and Qualitative Disclosures about Market Risk86Item 8.Financial Statements and Supplementary Data86Item 9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure87Item 9A.Controls and Procedures87Item 9B.Other Information87Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections87 Part III Item 10.Directors, Executive Officers and Corporate Governance88Item 11.Executive Compensation88Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters88Item 13.Certain Relationships and Related Transactions,and Director Independence88Item 14.Principal Accountant Fees and Services88 Part IV Item 15.Exhibits and Financial Statement Schedules89 PART I Item 1. Business Overview Ardent Health Partners, Inc. was initially formed in Delaware in 2015 as Ardent Health Partners, LLC. OnJuly 17, 2024, Ardent Health Partners, LLC converted from a Delaware limited liability company into