[sheet: Cover]

Field	Value
Document Title	IRS and State Reporting Obligations Checklist
Prepared By	Calderwood & Harkness LLP
Matter Number	1001-00006
Engagement Number	1001-00006
Date Prepared	May 30, 2024
Responsible Partner	Leonard Cross
Billing Partner	Sylvia Hartwell
Lead Associate	Robert Jansen
Working Associate	Garrett Simmons
Client	Ardent Capital Partners III LP
Client EIN	87-3491520
Target	Pinnacle Health Services Group LLC
Target EIN	82-1947632
Transaction Type	Acquisition of 100% membership interests via reverse merger
Enterprise Value	$412,000,000
Equity Value	$339,400,000
Closing Date	May 31, 2024
Signing Date	March 15, 2024
Acquisition Holding Company	Ardent Healthcare Holdings LLC (EIN 93-2187445)
Blocker Entity	Ardent Healthcare Intermediate Inc. (EIN 93-2187512)
Merger Subsidiary	Ardent Healthcare Merger Sub LLC (DE File No. 7834227)
Target Tax Classification	LLC taxed as partnership for federal income tax purposes
Escrow Agent	Ironbridge Trust Company, N.A., Wilmington, DE
Escrow Agreement Reference	ITC-ESC-2024-05312

[sheet: Federal Filing Obligations]

Item No.	Form / Filing	Description	Filing Entity / Responsible Party	EIN	Filing Deadline	Filed With	Applicable IRC Section	Status	Assigned To	Notes / Comments
1	Form 8308	Report of a Sale or Exchange of Certain Partnership Interests — reports the exchange of Pinnacle membership interests by all pre-closing members in connection with the closing on May 31, 2024	Pinnacle Health Services Group LLC	82-1947632	March 17, 2025 (with Pinnacle's 2024 Form 1065, due date for taxable year ending December 31, 2024)	IRS — attached to Form 1065	Section 6050K	Pending — to be prepared with 2024 partnership return	Caldwell Pratt & Moorehouse LLP / Robert Jansen	Must identify each seller by name, TIN, and share of partnership interest exchanged. Covers Dr. Raymond Carvallo (38.2%), Dr. Nadia Ostrowski (28.5%), Jonathan Marsh (5.8%), and 14 minority physician-investors (27.5% aggregate).
2	Form 8594 (Asset Acquisition Statement)	Analysis of whether Form 8594 is required for the transaction — Calderwood & Harkness concluded Form 8594 is NOT required because the transaction is structured as an acquisition of partnership interests (not an applicable asset acquisition under Section 1060). Purchase price allocation schedule is instead reflected in Section 743(b) computations and attached as an exhibit to the Merger Agreement.	N/A — not required	N/A	N/A	N/A	Section 1060	Concluded — Not Required	Leonard Cross / Robert Jansen	Allocation per Merger Agreement exhibit: Class I $8.7M, Class III $32.4M, Class IV $67.5M, Class V $146.2M, Class VI (Goodwill) $157.2M = Total $412.0M. Allocation documented for 743(b) step-up purposes.
3	Section 754 Election	Election by Pinnacle Health Services Group LLC to adjust the basis of partnership property under Section 743(b) in connection with the transfer of partnership interests. Permits Ardent Healthcare Intermediate Inc. to receive a basis step-up of $224,400,000 ($412.0M enterprise value minus $187.6M inside basis).	Pinnacle Health Services Group LLC	82-1947632	Filed with Pinnacle's 2024 Form 1065 (taxable year ending December 31, 2024)	IRS — attached to Form 1065	Section 754 / Section 743(b)	Pending — draft election statement prepared May 31, 2024	Robert Jansen / Caldwell Pratt & Moorehouse LLP	Estimated annual 743(b) amortization deduction: $20,040,000/yr ($224.4M ÷ 11.2 years weighted-average useful life). Estimated annual tax benefit: $5,010,000/yr at 25% blended rate. Election is irrevocable once made.
4	Section 83(b) Election — Dr. Raymond Carvallo	Election to include in gross income the fair market value of unvested Class B Units of Ardent Healthcare Holdings LLC received at closing. Unvested component: $16,210,000 (50% of $32,410,000 total rollover). Treated as profits interests under Rev. Proc. 93-27 / 2001-43 with liquidation value of $0 at grant.	Dr. Raymond Carvallo (individual)	Individual SSN/TIN	June 30, 2024 (30 days from May 31, 2024 closing / property transfer date)	IRS — filed by certified mail; copy to Ardent Healthcare Holdings LLC; copy attached to taxpayer's 2024 Form 1040	Section 83(b)	Pending — template prepared May 28, 2024	Robert Jansen / Garrett Simmons	CRITICAL DEADLINE — failure to timely file results in ordinary income recognition upon each vesting date. 50% vests at closing; remaining 50% vests ratably over 36 months subject to continued employment.
5	Section 83(b) Election — Dr. Nadia Ostrowski	Election to include in gross income the fair market value of unvested Class B Units of Ardent Healthcare Holdings LLC received at closing. Unvested component: $12,090,000 (50% of $24,180,000 total rollover). Treated as profits interests under Rev. Proc. 93-27 / 2001-43 with liquidation value of $0 at grant.	Dr. Nadia Ostrowski (individual)	Individual SSN/TIN	June 30, 2024 (30 days from May 31, 2024 closing / property transfer date)	IRS — filed by certified mail; copy to Ardent Healthcare Holdings LLC; copy attached to taxpayer's 2024 Form 1040	Section 83(b)	Pending — template prepared May 28, 2024	Robert Jansen / Garrett Simmons	CRITICAL DEADLINE — same vesting schedule as Carvallo. Transmittal letter prepared May 31, 2024.
6	Section 83(b) Election — Jonathan Marsh	Election to include in gross income the fair market value of unvested Class B Units of Ardent Healthcare Holdings LLC received at closing. Unvested component: $1,480,000 (50% of $2,950,000 total rollover). Treated as profits interests under Rev. Proc. 93-27 / 2001-43 with liquidation value of $0 at grant.	Jonathan Marsh (individual)	Individual SSN/TIN	June 30, 2024 (30 days from May 31, 2024 closing / property transfer date)	IRS — filed by certified mail; copy to Ardent Healthcare Holdings LLC; copy attached to taxpayer's 2024 Form 1040	Section 83(b)	Pending — template prepared May 28, 2024	Robert Jansen / Garrett Simmons	CRITICAL DEADLINE — Marsh rollover is 15% of his gross equity proceeds ($19.69M × 15% = $2.95M). Same filing and vesting mechanics apply.
7	Schedule K-1 (Form 1065) — Short-Period / Pre-Closing	Schedule K-1 reporting for all pre-closing Pinnacle members for the short taxable period January 1, 2024 through May 31, 2024 (closing date). Must report each member's distributive share of income, gain, loss, deduction, and credits for the pre-closing period.	Pinnacle Health Services Group LLC	82-1947632	Issued with Pinnacle's 2024 Form 1065 (due March 17, 2025, or extended)	Issued to each partner; copies filed with IRS as part of Form 1065	Section 704 / Section 706	Pending — to be prepared with 2024 partnership return	Caldwell Pratt & Moorehouse LLP / Brewer Stanfield & Associates LLP	Requires allocation of income between pre-closing (Jan 1 – May 31) and post-closing (Jun 1 – Dec 31) periods using closing-of-the-books method per Merger Agreement. K-1s required for: Dr. Raymond Carvallo, Dr. Nadia Ostrowski, Jonathan Marsh, 14 minority physician-investors, and Ardent Healthcare Intermediate Inc. (post-closing). Total of approximately 18 K-1s.
8	Schedule K-1 (Form 1065) — Post-Closing / Ardent Healthcare Holdings LLC	Schedule K-1 reporting for members of Ardent Healthcare Holdings LLC for the period beginning May 31, 2024. Members include Ardent Capital Partners III LP, Dr. Raymond Carvallo (Class B), Dr. Nadia Ostrowski (Class B), Jonathan Marsh (Class B), and Cascadia Mezzanine Fund IV LP (warrant holder — if warrants exercised).	Ardent Healthcare Holdings LLC	93-2187445	Due with Holdings LLC's 2024 Form 1065 (March 17, 2025, or extended)	Issued to each member; filed with IRS	Section 704	Pending	Caldwell Pratt & Moorehouse LLP	Must reflect Section 704(b) capital account provisions per LLC operating agreement. Tax distributions to cover members' estimated tax obligations. 704(c) remedial method allocations applicable.
9	Form 1065 — Pinnacle Health Services Group LLC (2024 Return)	Annual U.S. Return of Partnership Income for Pinnacle for the full taxable year ending December 31, 2024. Must include Section 754 election statement, Form 8308, and all K-1s for pre- and post-closing periods.	Pinnacle Health Services Group LLC	82-1947632	March 17, 2025 (or September 15, 2025 if extended)	IRS	Section 6031	Pending	Caldwell Pratt & Moorehouse LLP	Coordinate with Brewer Stanfield & Associates LLP for pre-closing financial data. Section 743(b) adjustment schedule must be included.
10	Form 1065 — Ardent Healthcare Holdings LLC (2024 Return)	Annual U.S. Return of Partnership Income for Holdings LLC for the short taxable period from formation through December 31, 2024.	Ardent Healthcare Holdings LLC	93-2187445	March 17, 2025 (or September 15, 2025 if extended)	IRS	Section 6031	Pending	Caldwell Pratt & Moorehouse LLP	First return of newly formed entity. Must reflect rollover contributions under Section 721 and capital account setup.
11	Form 1120 — Ardent Healthcare Intermediate Inc. (2024 Return)	U.S. Corporation Income Tax Return for Intermediate Inc. (C-corporation blocker) for the short period from formation through December 31, 2024.	Ardent Healthcare Intermediate Inc.	93-2187512	April 15, 2025 (or October 15, 2025 if extended)	IRS	Section 6012	Pending	Caldwell Pratt & Moorehouse LLP	Blocker entity interposed to block UBTI for tax-exempt Fund III LPs and facilitate potential future IPO. First return.
12	FIRPTA Certificates — Retention and Documentation	Non-foreign status affidavits (certifications under Section 1445 / Treas. Reg. 1.1445-2(b)) obtained from each U.S. seller at closing. Certificates to be retained for IRS examination purposes. No Form 8288 withholding required as all sellers certified U.S. status.	Ardent Healthcare Intermediate Inc. (as acquirer, retains certificates)	93-2187512	Obtained at closing (May 31, 2024); retain indefinitely	Retained by buyer; not separately filed with IRS unless withholding required	Section 1445 / Section 1446(f)	Complete — certificates obtained May 31, 2024	Robert Jansen	Certificates executed by Dr. Raymond Carvallo, Dr. Nadia Ostrowski, Jonathan Marsh, and 14 minority physician-investors. 17 total certificates.
13	Earnout Payment Reporting — Future Obligation	Reporting of earnout payments when and if made. Period 1: $15,000,000 if $58.0M EBITDA achieved (period ending May 31, 2025). Period 2: $20,000,000 if $65.0M EBITDA achieved (period ending May 31, 2026). Maximum aggregate: $35,000,000. Treated as additional purchase price (capital gain to sellers). Section 483 imputed interest applies to payments deferred more than one year after closing (AFR: 5.12% short-term; 4.67% mid-term at signing date).	Ardent Healthcare Intermediate Inc. / Ardent Healthcare Holdings LLC (payor); individual sellers (payees)	Various	Reported in taxable year earnout payment is made (2025 and/or 2026)	IRS — on applicable information returns (Form 1099 if required) and payee's individual returns	Sections 453 / 1001 / 483	Future Obligation — tracking required	Robert Jansen / Caldwell Pratt & Moorehouse LLP	Pro rata allocation among all pre-closing Pinnacle members including rollover participants on cashed-out portions. Installment method reporting recommended for individual sellers. 100% acceleration payable upon change of control of Holdings LLC during earnout period.
14	Tax Receivable Agreement — Annual Payment Computation	85% of realized tax benefits from Section 743(b) basis step-up payable annually to TRA Holders (rollover participants and pre-closing members). Estimated annual TRA payment: $4,260,000 (85% × $5,010,000 annual tax benefit). First payment expected in 2026 for 2025 tax year.	Ardent Healthcare Holdings LLC / Ardent Healthcare Intermediate Inc.	93-2187445 / 93-2187512	Annual — per TRA payment schedule (execution version dated May 28, 2024)	Payments to TRA Holders; reported on payees' returns	TRA contractual obligation; Section 743(b) basis	Future Obligation — tracking required	Caldwell Pratt & Moorehouse LLP / Robert Jansen	TRA Holders include Dr. Raymond Carvallo, Dr. Nadia Ostrowski, Jonathan Marsh, and 14 minority physician-investors. Declining payments over amortization period (~11.2 years).

[sheet: State Filing Obligations]

Item No.	State	Form / Filing	Description	Filing Entity / Responsible Party	Filing Deadline	Estimated Amount	Applicable Rate / Statute	Status	Assigned To	Notes / Comments
1	Virginia	Nonresident Withholding	Withholding on gain allocable to nonresident individual sellers from sale of Pinnacle membership interests apportioned to Virginia operations	Pinnacle Health Services Group LLC (as withholding agent)	Due at or shortly after closing (May 31, 2024); remittance per VA requirements	$1,460,000	5.0% nonresident withholding rate	Pending — computation finalized May 15, 2024	Robert Jansen / Garrett Simmons	Withholding applies to nonresident individual sellers only. Amount deducted from closing proceeds. VA apportioned using single-sales-factor.
2	Maryland	Nonresident Withholding	Withholding on gain allocable to nonresident individual sellers from sale of Pinnacle membership interests apportioned to Maryland operations	Pinnacle Health Services Group LLC (as withholding agent)	Due at or shortly after closing (May 31, 2024); remittance per MD requirements	$2,410,000	8.25% corporate income tax rate; PTE election analyzed as beneficial for nonresident individual sellers	Pending — computation finalized May 15, 2024	Robert Jansen / Garrett Simmons	Largest state withholding amount. MD uses three-factor apportionment with double-weighted sales factor.
3	Georgia	Nonresident Withholding	Withholding on gain allocable to nonresident individual sellers from sale of Pinnacle membership interests apportioned to Georgia operations	Pinnacle Health Services Group LLC (as withholding agent)	Due at or shortly after closing (May 31, 2024); remittance per GA requirements	$870,000	5.75% corporate income tax / nonresident withholding rate	Pending — computation finalized May 15, 2024	Robert Jansen / Garrett Simmons	GA apportioned using single-sales-factor. Total aggregate state withholding across VA, MD, GA = $4,740,000.
4	Pennsylvania	State Partnership Return / Corporate Return	PA corporate net income tax return for Ardent Healthcare Intermediate Inc. (C-corp blocker); PA information return for Pinnacle (partnership). PA corporate income tax rate: 8.99% (2024), declining to 4.99% by 2031.	Ardent Healthcare Intermediate Inc. / Pinnacle Health Services Group LLC	April 15, 2025 (corporate); per PA partnership return requirements	N/A — ongoing compliance	PA corporate net income tax 8.99%; Philadelphia BIRT applicable to 3 clinics (gross receipts tax 0.1415 mills + net income tax 5.99%)	Future Obligation	Caldwell Pratt & Moorehouse LLP	PA is Pinnacle's headquarters state. Single-sales-factor apportionment. Philadelphia BIRT filing required for the 3 Philadelphia-located clinics.
5	Virginia	State Corporate Income Tax Return	VA corporate income tax return for Ardent Healthcare Intermediate Inc.	Ardent Healthcare Intermediate Inc.	April 15, 2025 (or extended)	N/A — ongoing compliance	VA corporate income tax 6.0%; single-sales-factor apportionment	Future Obligation	Caldwell Pratt & Moorehouse LLP	Pinnacle operates clinics in Virginia.
6	Maryland	State Corporate Income Tax Return / PTE Election	MD corporate income tax return for Ardent Healthcare Intermediate Inc. Pass-through entity (PTE) tax election analyzed and recommended as beneficial for nonresident individual members.	Ardent Healthcare Intermediate Inc. / Pinnacle Health Services Group LLC	April 15, 2025 (or extended)	N/A — ongoing compliance	MD corporate income tax 8.25%; three-factor apportionment (double-weighted sales)	Future Obligation	Caldwell Pratt & Moorehouse LLP	PTE election may reduce individual seller state tax burden.
7	North Carolina	State Corporate Income Tax / Franchise Tax Return	NC corporate income tax and franchise tax return for Ardent Healthcare Intermediate Inc.	Ardent Healthcare Intermediate Inc.	April 15, 2025 (or extended)	N/A — ongoing compliance	NC corporate income tax 2.5% (2024); franchise tax applicable; three-factor apportionment (double-weighted sales)	Future Obligation	Caldwell Pratt & Moorehouse LLP	NC has among the lowest corporate income tax rates of the operating states.
8	Georgia	State Corporate Income Tax Return	GA corporate income tax return for Ardent Healthcare Intermediate Inc.	Ardent Healthcare Intermediate Inc.	April 15, 2025 (or extended)	N/A — ongoing compliance	GA corporate income tax 5.75%; single-sales-factor apportionment	Future Obligation	Caldwell Pratt & Moorehouse LLP	Pinnacle operates clinics in Georgia.
9	New York	Nexus Monitoring — No Filing Expected	NY nexus risk analysis for Ardent Healthcare Holdings LLC. Management activities in NY could create nexus. Mitigated by ensuring management fee agreements run between Ardent Capital GP III LLC (already nexused in NY) and Ardent Healthcare Intermediate Inc., not Holdings LLC directly.	Ardent Healthcare Holdings LLC	N/A — monitoring ongoing	N/A	NY nexus standards; management fee agreement structuring	Monitoring — no current filing obligation identified	Leonard Cross / Robert Jansen	Holdings LLC business address is 600 Lexington Avenue, New York — must ensure no direct NY-source income activities at Holdings level. GP entity (Ardent Capital GP III LLC) absorbs NY nexus.
10	Delaware	Annual Franchise Tax / Annual Report	DE annual franchise tax and annual report filings for Ardent Healthcare Holdings LLC (File No. 7834219), Ardent Healthcare Intermediate Inc. (File No. 7834223), Ardent Healthcare Merger Sub LLC (File No. 7834227), and Pinnacle Health Services Group LLC.	All Delaware-formed entities	June 1, 2025 (LLCs); March 1, 2025 (corporations)	DE LLC annual tax $300/entity; DE corporate franchise tax varies	Delaware LLC Act / Delaware General Corporation Law	Future Obligation	Caldwell Pratt & Moorehouse LLP	Registered agent for all entities: Pemberton Industries, 251 Little Falls Drive, Wilmington, DE 19808.

[sheet: Key Deadlines Summary]

Deadline Date	Filing / Obligation	Entity	Priority	Status	Cross-Reference
May 31, 2024	FIRPTA Non-Foreign Status Certificates — collect from all 17 sellers at closing	Ardent Healthcare Intermediate Inc.	CRITICAL	Complete	Federal Item 12
May 31, 2024	Nonresident withholding remittance — VA ($1.46M), MD ($2.41M), GA ($0.87M); total $4.74M deducted from closing proceeds	Pinnacle Health Services Group LLC	CRITICAL	Pending	State Items 1-3
May 31, 2024	Tax Closing Certificate executed by sellers	Sellers of Pinnacle	CRITICAL	Pending	Closing deliverable
June 30, 2024	Section 83(b) Election — Dr. Raymond Carvallo (unvested Class B Units, $16.21M unvested component)	Dr. Raymond Carvallo	CRITICAL — 30-day statutory deadline, non-extendable	Pending	Federal Item 4
June 30, 2024	Section 83(b) Election — Dr. Nadia Ostrowski (unvested Class B Units, $12.09M unvested component)	Dr. Nadia Ostrowski	CRITICAL — 30-day statutory deadline, non-extendable	Pending	Federal Item 5
June 30, 2024	Section 83(b) Election — Jonathan Marsh (unvested Class B Units, $1.48M unvested component)	Jonathan Marsh	CRITICAL — 30-day statutory deadline, non-extendable	Pending	Federal Item 6
March 1, 2025	Delaware Annual Franchise Tax — Ardent Healthcare Intermediate Inc. (C-corp)	Ardent Healthcare Intermediate Inc.	Standard	Future	State Item 10
March 17, 2025	Form 1065 — Pinnacle Health Services Group LLC (2024 return with Section 754 election, Form 8308, K-1s)	Pinnacle Health Services Group LLC	HIGH	Future	Federal Items 1, 3, 7, 9
March 17, 2025	Form 1065 — Ardent Healthcare Holdings LLC (2024 short-period return)	Ardent Healthcare Holdings LLC	HIGH	Future	Federal Items 8, 10
April 15, 2025	Form 1120 — Ardent Healthcare Intermediate Inc. (2024 short-period return)	Ardent Healthcare Intermediate Inc.	HIGH	Future	Federal Item 11
April 15, 2025	State corporate income tax returns — PA, VA, MD, NC, GA	Ardent Healthcare Intermediate Inc.	HIGH	Future	State Items 4-8
June 1, 2025	Delaware Annual Report / Franchise Tax — LLCs (Holdings, Merger Sub, Pinnacle)	All Delaware LLCs	Standard	Future	State Item 10
May 31, 2025	End of Earnout Period 1 (target EBITDA $58.0M; payout $15.0M if achieved)	Ardent Healthcare Holdings LLC	Tracking	Future	Federal Item 13
May 31, 2026	End of Earnout Period 2 (target EBITDA $65.0M; payout $20.0M if achieved)	Ardent Healthcare Holdings LLC	Tracking	Future	Federal Item 13

[sheet: Seller Details]

Seller Name	Role	Ownership %	Gross Equity Proceeds	Rollover %	Rollover Amount	Cash-Out Amount	Vested Rollover at Closing	Unvested Rollover	Vesting Schedule	Section 83(b) Required	FIRPTA Certificate	Form 8308 Reporting	State Withholding Applicable
Dr. Raymond Carvallo	Co-Founder, CEO	38.2%	$129,650,000	25%	$32,410,000	$97,240,000	$16,210,000	$16,210,000	50% at closing; 50% ratably over 36 months (continued employment)	Yes — deadline June 30, 2024	Obtained May 31, 2024	Yes — reported on Form 8308	VA, MD, GA (pro rata share of $4.74M aggregate)
Dr. Nadia Ostrowski	Co-Founder, CMO	28.5%	$96,730,000	25%	$24,180,000	$72,550,000	$12,090,000	$12,090,000	50% at closing; 50% ratably over 36 months (continued employment)	Yes — deadline June 30, 2024	Obtained May 31, 2024	Yes — reported on Form 8308	VA, MD, GA (pro rata share of $4.74M aggregate)
Jonathan Marsh	CFO (non-founder)	5.8%	$19,690,000	15%	$2,950,000	$16,740,000	$1,480,000	$1,480,000	50% at closing; 50% ratably over 36 months	Yes — deadline June 30, 2024	Obtained May 31, 2024	Yes — reported on Form 8308	VA, MD, GA (pro rata share of $4.74M aggregate)
14 Minority Physician-Investors (aggregate)	Minority members	27.5%	$93,340,000	0%	$0	$93,340,000	N/A	N/A	N/A — no rollover	No	Obtained May 31, 2024 (14 certificates)	Yes — each reported on Form 8308	VA, MD, GA (pro rata share of $4.74M aggregate)
TOTAL	100.0%	$339,410,000	$59,540,000	$279,870,000	$29,780,000	$29,780,000	17 certificates obtained	17 sellers reported	$4,740,000 total aggregate withholding

[sheet: Cover]
Field | Value
Document Title | IRS and State Reporting Obligations Checklist
Prepared By | Calderwood & Harkness LLP
Matter Number | 1001-00006
Engagement Number | 1001-00006
Date Prepared | May 30, 2024
Responsible Partner | Leonard Cross
Billing Partner | Sylvia Hartwell
Lead Associate | Robert Jansen
Working Associate | Garrett Simmons
Client | Ardent Capital Partners III LP
Client EIN | 87-3491520
Target | Pinnacle Health Services Group LLC
Target EIN | 82-1947632
Transaction Type | Acquisition of 100% membership interests via reverse merger
Enterprise Value | $412,000,000
Equity Value | $339,400,000
Closing Date | May 31, 2024
Signing Date | March 15, 2024
Acquisition Holding Company | Ardent Healthcare Holdings LLC (EIN 93-2187445)
Blocker Entity | Ardent Healthcare Intermediate Inc. (EIN 93-2187512)
Merger Subsidiary | Ardent Healthcare Merger Sub LLC (DE File No. 7834227)
Target Tax Classification | LLC taxed as partnership for federal income tax purposes
Escrow Agent | Ironbridge Trust Company, N.A., Wilmington, DE
Escrow Agreement Reference | ITC-ESC-2024-05312
[sheet: Federal Filing Obligations]
Item No. | Form / Filing | Description | Filing Entity / Responsible Party | EIN | Filing Deadline | Filed With | Applicable IRC Section | Status | Assigned To | Notes / Comments
1 | Form 8308 | Report of a Sale or Exchange of Certain Partnership Interests — reports the exchange of Pinnacle membership interests by all pre-closing members in connection with the closing on May 31, 2024 | Pinnacle Health Services Group LLC | 82-1947632 | March 17, 2025 (with Pinnacle's 2024 Form 1065, due date for taxable year ending December 31, 2024) | IRS — attached to Form 1065 | Section 6050K | Pending — to be prepared with 2024 partnership return | Caldwell Pratt & Moorehouse LLP / Robert Jansen | Must identify each seller by name, TIN, and share of partnership interest exchanged. Covers Dr. Raymond Carvallo (38.2%), Dr. Nadia Ostrowski (28.5%), Jonathan Marsh (5.8%), and 14 minority physician-investors (27.5% aggregate).
2 | Form 8594 (Asset Acquisition Statement) | Analysis of whether Form 8594 is required for the transaction — Calderwood & Harkness concluded Form 8594 is NOT required because the transaction is structured as an acquisition of partnership interests (not an applicable asset acquisition under Section 1060). Purchase price allocation schedule is instead reflected in Section 743(b) computations and attached as an exhibit to the Merger Agreement. | N/A — not required | N/A | N/A | N/A | Section 1060 | Concluded — Not Required | Leonard Cross / Robert Jansen | Allocation per Merger Agreement exhibit: Class I $8.7M, Class III $32.4M, Class IV $67.5M, Class V $146.2M, Class VI (Goodwill) $157.2M = Total $412.0M. Allocation documented for 743(b) step-up purposes.
3 | Section 754 Election | Election by Pinnacle Health Services Group LLC to adjust the basis of partnership property under Section 743(b) in connection with the transfer of partnership interests. Permits Ardent Healthcare Intermediate Inc. to receive a basis step-up of $224,400,000 ($412.0M enterprise value minus $187.6M inside basis). | Pinnacle Health Services Group LLC | 82-1947632 | Filed with Pinnacle's 2024 Form 1065 (taxable year ending December 31, 2024) | IRS — attached to Form 1065 | Section 754 / Section 743(b) | Pending — draft election statement prepared May 31, 2024 | Robert Jansen / Caldwell Pratt & Moorehouse LLP | Estimated annual 743(b) amortization deduction: $20,040,000/yr ($224.4M ÷ 11.2 years weighted-average useful life). Estimated annual tax benefit: $5,010,000/yr at 25% blended rate. Election is irrevocable once made.
4 | Section 83(b) Election — Dr. Raymond Carvallo | Election to include in gross income the fair market value of unvested Class B Units of Ardent Healthcare Holdings LLC received at closing. Unvested component: $16,210,000 (50% of $32,410,000 total rollover). Treated as profits interests under Rev. Proc. 93-27 / 2001-43 with liquidation value of $0 at grant. | Dr. Raymond Carvallo (individual) | Individual SSN/TIN | June 30, 2024 (30 days from May 31, 2024 closing / property transfer date) | IRS — filed by certified mail; copy to Ardent Healthcare Holdings LLC; copy attached to taxpayer's 2024 Form 1040 | Section 83(b) | Pending — template prepared May 28, 2024 | Robert Jansen / Garrett Simmons | CRITICAL DEADLINE — failure to timely file results in ordinary income recognition upon each vesting date. 50% vests at closing; remaining 50% vests ratably over 36 months subject to continued employment.
5 | Section 83(b) Election — Dr. Nadia Ostrowski | Election to include in gross income the fair market value of unvested Class B Units of Ardent Healthcare Holdings LLC received at closing. Unvested component: $12,090,000 (50% of $24,180,000 total rollover). Treated as profits interests under Rev. Proc. 93-27 / 2001-43 with liquidation value of $0 at grant. | Dr. Nadia Ostrowski (individual) | Individual SSN/TIN | June 30, 2024 (30 days from May 31, 2024 closing / property transfer date) | IRS — filed by certified mail; copy to Ardent Healthcare Holdings LLC; copy attached to taxpayer's 2024 Form 1040 | Section 83(b) | Pending — template prepared May 28, 2024 | Robert Jansen / Garrett Simmons | CRITICAL DEADLINE — same vesting schedule as Carvallo. Transmittal letter prepared May 31, 2024.
6 | Section 83(b) Election — Jonathan Marsh | Election to include in gross income the fair market value of unvested Class B Units of Ardent Healthcare Holdings LLC received at closing. Unvested component: $1,480,000 (50% of $2,950,000 total rollover). Treated as profits interests under Rev. Proc. 93-27 / 2001-43 with liquidation value of $0 at grant. | Jonathan Marsh (individual) | Individual SSN/TIN | June 30, 2024 (30 days from May 31, 2024 closing / property transfer date) | IRS — filed by certified mail; copy to Ardent Healthcare Holdings LLC; copy attached to taxpayer's 2024 Form 1040 | Section 83(b) | Pending — template prepared May 28, 2024 | Robert Jansen / Garrett Simmons | CRITICAL DEADLINE — Marsh rollover is 15% of his gross equity proceeds ($19.69M × 15% = $2.95M). Same filing and vesting mechanics apply.
7 | Schedule K-1 (Form 1065) — Short-Period / Pre-Closing | Schedule K-1 reporting for all pre-closing Pinnacle members for the short taxable period January 1, 2024 through May 31, 2024 (closing date). Must report each member's distributive share of income, gain, loss, deduction, and credits for the pre-closing period. | Pinnacle Health Services Group LLC | 82-1947632 | Issued with Pinnacle's 2024 Form 1065 (due March 17, 2025, or extended) | Issued to each partner; copies filed with IRS as part of Form 1065 | Section 704 / Section 706 | Pending — to be prepared with 2024 partnership return | Caldwell Pratt & Moorehouse LLP / Brewer Stanfield & Associates LLP | Requires allocation of income between pre-closing (Jan 1 – May 31) and post-closing (Jun 1 – Dec 31) periods using closing-of-the-books method per Merger Agreement. K-1s required for: Dr. Raymond Carvallo, Dr. Nadia Ostrowski, Jonathan Marsh, 14 minority physician-investors, and Ardent Healthcare Intermediate Inc. (post-closing). Total of approximately 18 K-1s.
8 | Schedule K-1 (Form 1065) — Post-Closing / Ardent Healthcare Holdings LLC | Schedule K-1 reporting for members of Ardent Healthcare Holdings LLC for the period beginning May 31, 2024. Members include Ardent Capital Partners III LP, Dr. Raymond Carvallo (Class B), Dr. Nadia Ostrowski (Class B), Jonathan Marsh (Class B), and Cascadia Mezzanine Fund IV LP (warrant holder — if warrants exercised). | Ardent Healthcare Holdings LLC | 93-2187445 | Due with Holdings LLC's 2024 Form 1065 (March 17, 2025, or extended) | Issued to each member; filed with IRS | Section 704 | Pending | Caldwell Pratt & Moorehouse LLP | Must reflect Section 704(b) capital account provisions per LLC operating agreement. Tax distributions to cover members' estimated tax obligations. 704(c) remedial method allocations applicable.
9 | Form 1065 — Pinnacle Health Services Group LLC (2024 Return) | Annual U.S. Return of Partnership Income for Pinnacle for the full taxable year ending December 31, 2024. Must include Section 754 election statement, Form 8308, and all K-1s for pre- and post-closing periods. | Pinnacle Health Services Group LLC | 82-1947632 | March 17, 2025 (or September 15, 2025 if extended) | IRS | Section 6031 | Pending | Caldwell Pratt & Moorehouse LLP | Coordinate with Brewer Stanfield & Associates LLP for pre-closing financial data. Section 743(b) adjustment schedule must be included.
10 | Form 1065 — Ardent Healthcare Holdings LLC (2024 Return) | Annual U.S. Return of Partnership Income for Holdings LLC for the short taxable period from formation through December 31, 2024. | Ardent Healthcare Holdings LLC | 93-2187445 | March 17, 2025 (or September 15, 2025 if extended) | IRS | Section 6031 | Pending | Caldwell Pratt & Moorehouse LLP | First return of newly formed entity. Must reflect rollover contributions under Section 721 and capital account setup.
11 | Form 1120 — Ardent Healthcare Intermediate Inc. (2024 Return) | U.S. Corporation Income Tax Return for Intermediate Inc. (C-corporation blocker) for the short period from formation through December 31, 2024. | Ardent Healthcare Intermediate Inc. | 93-2187512 | April 15, 2025 (or October 15, 2025 if extended) | IRS | Section 6012 | Pending | Caldwell Pratt & Moorehouse LLP | Blocker entity interposed to block UBTI for tax-exempt Fund III LPs and facilitate potential future IPO. First return.
12 | FIRPTA Certificates — Retention and Documentation | Non-foreign status affidavits (certifications under Section 1445 / Treas. Reg. 1.1445-2(b)) obtained from each U.S. seller at closing. Certificates to be retained for IRS examination purposes. No Form 8288 withholding required as all sellers certified U.S. status. | Ardent Healthcare Intermediate Inc. (as acquirer, retains certificates) | 93-2187512 | Obtained at closing (May 31, 2024); retain indefinitely | Retained by buyer; not separately filed with IRS unless withholding required | Section 1445 / Section 1446(f) | Complete — certificates obtained May 31, 2024 | Robert Jansen | Certificates executed by Dr. Raymond Carvallo, Dr. Nadia Ostrowski, Jonathan Marsh, and 14 minority physician-investors. 17 total certificates.
13 | Earnout Payment Reporting — Future Obligation | Reporting of earnout payments when and if made. Period 1: $15,000,000 if $58.0M EBITDA achieved (period ending May 31, 2025). Period 2: $20,000,000 if $65.0M EBITDA achieved (period ending May 31, 2026). Maximum aggregate: $35,000,000. Treated as additional purchase price (capital gain to sellers). Section 483 imputed interest applies to payments deferred more than one year after closing (AFR: 5.12% short-term; 4.67% mid-term at signing date). | Ardent Healthcare Intermediate Inc. / Ardent Healthcare Holdings LLC (payor); individual sellers (payees) | Various | Reported in taxable year earnout payment is made (2025 and/or 2026) | IRS — on applicable information returns (Form 1099 if required) and payee's individual returns | Sections 453 / 1001 / 483 | Future Obligation — tracking required | Robert Jansen / Caldwell Pratt & Moorehouse LLP | Pro rata allocation among all pre-closing Pinnacle members including rollover participants on cashed-out portions. Installment method reporting recommended for individual sellers. 100% acceleration payable upon change of control of Holdings LLC during earnout period.
14 | Tax Receivable Agreement — Annual Payment Computation | 85% of realized tax benefits from Section 743(b) basis step-up payable annually to TRA Holders (rollover participants and pre-closing members). Estimated annual TRA payment: $4,260,000 (85% × $5,010,000 annual tax benefit). First payment expected in 2026 for 2025 tax year. | Ardent Healthcare Holdings LLC / Ardent Healthcare Intermediate Inc. | 93-2187445 / 93-2187512 | Annual — per TRA payment schedule (execution version dated May 28, 2024) | Payments to TRA Holders; reported on payees' returns | TRA contractual obligation; Section 743(b) basis | Future Obligation — tracking required | Caldwell Pratt & Moorehouse LLP / Robert Jansen | TRA Holders include Dr. Raymond Carvallo, Dr. Nadia Ostrowski, Jonathan Marsh, and 14 minority physician-investors. Declining payments over amortization period (~11.2 years).
[sheet: State Filing Obligations]
Item No. | State | Form / Filing | Description | Filing Entity / Responsible Party | Filing Deadline | Estimated Amount | Applicable Rate / Statute | Status | Assigned To | Notes / Comments
1 | Virginia | Nonresident Withholding | Withholding on gain allocable to nonresident individual sellers from sale of Pinnacle membership interests apportioned to Virginia operations | Pinnacle Health Services Group LLC (as withholding agent) | Due at or shortly after closing (May 31, 2024); remittance per VA requirements | $1,460,000 | 5.0% nonresident withholding rate | Pending — computation finalized May 15, 2024 | Robert Jansen / Garrett Simmons | Withholding applies to nonresident individual sellers only. Amount deducted from closing proceeds. VA apportioned using single-sales-factor.
2 | Maryland | Nonresident Withholding | Withholding on gain allocable to nonresident individual sellers from sale of Pinnacle membership interests apportioned to Maryland operations | Pinnacle Health Services Group LLC (as withholding agent) | Due at or shortly after closing (May 31, 2024); remittance per MD requirements | $2,410,000 | 8.25% corporate income tax rate; PTE election analyzed as beneficial for nonresident individual sellers | Pending — computation finalized May 15, 2024 | Robert Jansen / Garrett Simmons | Largest state withholding amount. MD uses three-factor apportionment with double-weighted sales factor.
3 | Georgia | Nonresident Withholding | Withholding on gain allocable to nonresident individual sellers from sale of Pinnacle membership interests apportioned to Georgia operations | Pinnacle Health Services Group LLC (as withholding agent) | Due at or shortly after closing (May 31, 2024); remittance per GA requirements | $870,000 | 5.75% corporate income tax / nonresident withholding rate | Pending — computation finalized May 15, 2024 | Robert Jansen / Garrett Simmons | GA apportioned using single-sales-factor. Total aggregate state withholding across VA, MD, GA = $4,740,000.
4 | Pennsylvania | State Partnership Return / Corporate Return | PA corporate net income tax return for Ardent Healthcare Intermediate Inc. (C-corp blocker); PA information return for Pinnacle (partnership). PA corporate income tax rate: 8.99% (2024), declining to 4.99% by 2031. | Ardent Healthcare Intermediate Inc. / Pinnacle Health Services Group LLC | April 15, 2025 (corporate); per PA partnership return requirements | N/A — ongoing compliance | PA corporate net income tax 8.99%; Philadelphia BIRT applicable to 3 clinics (gross receipts tax 0.1415 mills + net income tax 5.99%) | Future Obligation | Caldwell Pratt & Moorehouse LLP | PA is Pinnacle's headquarters state. Single-sales-factor apportionment. Philadelphia BIRT filing required for the 3 Philadelphia-located clinics.
5 | Virginia | State Corporate Income Tax Return | VA corporate income tax return for Ardent Healthcare Intermediate Inc. | Ardent Healthcare Intermediate Inc. | April 15, 2025 (or extended) | N/A — ongoing compliance | VA corporate income tax 6.0%; single-sales-factor apportionment | Future Obligation | Caldwell Pratt & Moorehouse LLP | Pinnacle operates clinics in Virginia.
6 | Maryland | State Corporate Income Tax Return / PTE Election | MD corporate income tax return for Ardent Healthcare Intermediate Inc. Pass-through entity (PTE) tax election analyzed and recommended as beneficial for nonresident individual members. | Ardent Healthcare Intermediate Inc. / Pinnacle Health Services Group LLC | April 15, 2025 (or extended) | N/A — ongoing compliance | MD corporate income tax 8.25%; three-factor apportionment (double-weighted sales) | Future Obligation | Caldwell Pratt & Moorehouse LLP | PTE election may reduce individual seller state tax burden.
7 | North Carolina | State Corporate Income Tax / Franchise Tax Return | NC corporate income tax and franchise tax return for Ardent Healthcare Intermediate Inc. | Ardent Healthcare Intermediate Inc. | April 15, 2025 (or extended) | N/A — ongoing compliance | NC corporate income tax 2.5% (2024); franchise tax applicable; three-factor apportionment (double-weighted sales) | Future Obligation | Caldwell Pratt & Moorehouse LLP | NC has among the lowest corporate income tax rates of the operating states.
8 | Georgia | State Corporate Income Tax Return | GA corporate income tax return for Ardent Healthcare Intermediate Inc. | Ardent Healthcare Intermediate Inc. | April 15, 2025 (or extended) | N/A — ongoing compliance | GA corporate income tax 5.75%; single-sales-factor apportionment | Future Obligation | Caldwell Pratt & Moorehouse LLP | Pinnacle operates clinics in Georgia.
9 | New York | Nexus Monitoring — No Filing Expected | NY nexus risk analysis for Ardent Healthcare Holdings LLC. Management activities in NY could create nexus. Mitigated by ensuring management fee agreements run between Ardent Capital GP III LLC (already nexused in NY) and Ardent Healthcare Intermediate Inc., not Holdings LLC directly. | Ardent Healthcare Holdings LLC | N/A — monitoring ongoing | N/A | NY nexus standards; management fee agreement structuring | Monitoring — no current filing obligation identified | Leonard Cross / Robert Jansen | Holdings LLC business address is 600 Lexington Avenue, New York — must ensure no direct NY-source income activities at Holdings level. GP entity (Ardent Capital GP III LLC) absorbs NY nexus.
10 | Delaware | Annual Franchise Tax / Annual Report | DE annual franchise tax and annual report filings for Ardent Healthcare Holdings LLC (File No. 7834219), Ardent Healthcare Intermediate Inc. (File No. 7834223), Ardent Healthcare Merger Sub LLC (File No. 7834227), and Pinnacle Health Services Group LLC. | All Delaware-formed entities | June 1, 2025 (LLCs); March 1, 2025 (corporations) | DE LLC annual tax $300/entity; DE corporate franchise tax varies | Delaware LLC Act / Delaware General Corporation Law | Future Obligation | Caldwell Pratt & Moorehouse LLP | Registered agent for all entities: Pemberton Industries, 251 Little Falls Drive, Wilmington, DE 19808.
[sheet: Key Deadlines Summary]
Deadline Date | Filing / Obligation | Entity | Priority | Status | Cross-Reference
May 31, 2024 | FIRPTA Non-Foreign Status Certificates — collect from all 17 sellers at closing | Ardent Healthcare Intermediate Inc. | CRITICAL | Complete | Federal Item 12
May 31, 2024 | Nonresident withholding remittance — VA ($1.46M), MD ($2.41M), GA ($0.87M); total $4.74M deducted from closing proceeds | Pinnacle Health Services Group LLC | CRITICAL | Pending | State Items 1-3
May 31, 2024 | Tax Closing Certificate executed by sellers | Sellers of Pinnacle | CRITICAL | Pending | Closing deliverable
June 30, 2024 | Section 83(b) Election — Dr. Raymond Carvallo (unvested Class B Units, $16.21M unvested component) | Dr. Raymond Carvallo | CRITICAL — 30-day statutory deadline, non-extendable | Pending | Federal Item 4
June 30, 2024 | Section 83(b) Election — Dr. Nadia Ostrowski (unvested Class B Units, $12.09M unvested component) | Dr. Nadia Ostrowski | CRITICAL — 30-day statutory deadline, non-extendable | Pending | Federal Item 5
June 30, 2024 | Section 83(b) Election — Jonathan Marsh (unvested Class B Units, $1.48M unvested component) | Jonathan Marsh | CRITICAL — 30-day statutory deadline, non-extendable | Pending | Federal Item 6
March 1, 2025 | Delaware Annual Franchise Tax — Ardent Healthcare Intermediate Inc. (C-corp) | Ardent Healthcare Intermediate Inc. | Standard | Future | State Item 10
March 17, 2025 | Form 1065 — Pinnacle Health Services Group LLC (2024 return with Section 754 election, Form 8308, K-1s) | Pinnacle Health Services Group LLC | HIGH | Future | Federal Items 1, 3, 7, 9
March 17, 2025 | Form 1065 — Ardent Healthcare Holdings LLC (2024 short-period return) | Ardent Healthcare Holdings LLC | HIGH | Future | Federal Items 8, 10
April 15, 2025 | Form 1120 — Ardent Healthcare Intermediate Inc. (2024 short-period return) | Ardent Healthcare Intermediate Inc. | HIGH | Future | Federal Item 11
April 15, 2025 | State corporate income tax returns — PA, VA, MD, NC, GA | Ardent Healthcare Intermediate Inc. | HIGH | Future | State Items 4-8
June 1, 2025 | Delaware Annual Report / Franchise Tax — LLCs (Holdings, Merger Sub, Pinnacle) | All Delaware LLCs | Standard | Future | State Item 10
May 31, 2025 | End of Earnout Period 1 (target EBITDA $58.0M; payout $15.0M if achieved) | Ardent Healthcare Holdings LLC | Tracking | Future | Federal Item 13
May 31, 2026 | End of Earnout Period 2 (target EBITDA $65.0M; payout $20.0M if achieved) | Ardent Healthcare Holdings LLC | Tracking | Future | Federal Item 13
[sheet: Seller Details]
Seller Name | Role | Ownership % | Gross Equity Proceeds | Rollover % | Rollover Amount | Cash-Out Amount | Vested Rollover at Closing | Unvested Rollover | Vesting Schedule | Section 83(b) Required | FIRPTA Certificate | Form 8308 Reporting | State Withholding Applicable
Dr. Raymond Carvallo | Co-Founder, CEO | 38.2% | $129,650,000 | 25% | $32,410,000 | $97,240,000 | $16,210,000 | $16,210,000 | 50% at closing; 50% ratably over 36 months (continued employment) | Yes — deadline June 30, 2024 | Obtained May 31, 2024 | Yes — reported on Form 8308 | VA, MD, GA (pro rata share of $4.74M aggregate)
Dr. Nadia Ostrowski | Co-Founder, CMO | 28.5% | $96,730,000 | 25% | $24,180,000 | $72,550,000 | $12,090,000 | $12,090,000 | 50% at closing; 50% ratably over 36 months (continued employment) | Yes — deadline June 30, 2024 | Obtained May 31, 2024 | Yes — reported on Form 8308 | VA, MD, GA (pro rata share of $4.74M aggregate)
Jonathan Marsh | CFO (non-founder) | 5.8% | $19,690,000 | 15% | $2,950,000 | $16,740,000 | $1,480,000 | $1,480,000 | 50% at closing; 50% ratably over 36 months | Yes — deadline June 30, 2024 | Obtained May 31, 2024 | Yes — reported on Form 8308 | VA, MD, GA (pro rata share of $4.74M aggregate)
14 Minority Physician-Investors (aggregate) | Minority members | 27.5% | $93,340,000 | 0% | $0 | $93,340,000 | N/A | N/A | N/A — no rollover | No | Obtained May 31, 2024 (14 certificates) | Yes — each reported on Form 8308 | VA, MD, GA (pro rata share of $4.74M aggregate)
TOTAL | 100.0% | $339,410,000 | $59,540,000 | $279,870,000 | $29,780,000 | $29,780,000 | 17 certificates obtained | 17 sellers reported | $4,740,000 total aggregate withholding

[sheet: Cover]

Record

Parties

Dates

Amounts