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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 

 
FORM 8-K
 
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of report (Date of earliest event reported): November 5, 2025 (October 30, 2025)
 

 
Acadia Healthcare Company, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
 
001-35331
 
45-2492228
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
6100 Tower Circle, Suite 1000
Franklin, Tennessee
(Address of Principal Executive Offices)
 
37067
(Zip Code)
 
(615) 861-6000
(Registrant’s Telephone Number, including Area Code)
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol
 
Name of each exchange on which registered
Common Stock, $0.01 par value
 
ACHC
 
NASDAQ Global Select Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company         ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                                                         ☐
 


 
Item 2.02
Results of Operations and Financial Condition.
 
On November 5, 2025, Acadia Healthcare Company, Inc. (“Acadia” or the “Company”) issued a press release announcing, among other things, Acadia’s operating and financial results for the third quarter ended September 30, 2025. The press release is furnished herewith as Exhibit 99 hereto and is incorporated herein by reference.
 
Item 5.02          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On October 30, 2025, Dr. Nasser Khan notified the Company of his resignation as Chief Operating Officer (“COO”) of the Company, effective November 3, 2025. In connection with his resignation as COO, the Company entered into a transition and separation agreement (the “Khan Transition and Separation Agreement”) with Dr. Khan. Pursuant to the Khan Transition and Separation Agreement, Dr. Khan will be employed as an executive advisor to the Company’s Chief Executive Officer through December 31, 2025, and shall receive a lump-sum payment of $515,000 no later than March 15, 2026. In addition, Dr. Khan will remain eligible to earn a cash bonus for the 2025 performance year, determined based on actual performance achievement, as determined by the Board or the Compensation Committee in its sole discretion.
 
The Company has initiated a search for a new COO and, in the interim, Dr. Khan’s former COO duties are being assumed by other members of the Company’s executive leadership team.
 
The foregoing description of the Khan Transition and Separation Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Khan Transition and Separation Agreement, a copy of which is attached hereto as Exhibit 10 and incorporated by reference herein.
 
Item 9.01
Financial Statements and Exhibits.
 
(d)
Exhibits
 
10
 
99
 
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 


 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: November 5, 2025 ACADIA HEALTHCARE COMPANY, INC.
       
       
  By: /s/ Brian P. Farley  
    Brian P. Farley  
    Executive Vice President, Secretary and General Counsel  
 
 
EX-10 2 ex_883584.htm EXHIBIT 10 ex_883584.htm

Exhibit 10

 

 

TRANSITION AND SEPARATION AGREEMENT

 

This Transition and Separation Agreement (this “Agreement”), dated October 31, 2025, is effective as of the “Effective Date” (as defined below), between Acadia Management Company, LLC (the “Company”) and Nasser Khan (“Employee” and with the Company, collectively, the “Parties”).

 

W I T N E S S E T H

 

WHEREAS, Employee is employed by the Company pursuant to an Employment Agreement, dated May 23, 2024, between the Company and Employee (the “Employment Agreement”);

 

WHEREAS, Employee has notified the Company that Employee intends to voluntarily resign from his position as Chief Operating Officer of the Company on November 3, 2025, and to voluntarily resign from his employment with the Company on December 31, 2025, as provided under this Agreement; and

 

WHEREAS, the Parties wish to resolve all matters that Employee may have related to Employee’s employment and the termination of Employee’s employment.

 

NOW, THEREFORE, in consideration of the premises and the releases, representations, covenants and obligations herein contained, the Parties, intending to be legally bound, hereby agree as follows:

 

1.           Cessation of Employment Relationship; Final Pay; COBRA.

 

(a)    Employee’s employment with the Company shall cease effective as of December 31, 2025, or such earlier date as mutually determined by Employee and the Company (the “Employment Separation Date”). Until November 3, 2025 (the “Transition Date”), Employee shall continue to serve as the Company’s Chief Operating Officer pursuant to the Employment Agreement. After the Transition Date, Employee will no longer be the Company’s Chief Operating Officer but will continue to be employed by the Company as Executive Advisor to the Company’s Chief Executive Officer (“CEO”) to assist until the Employment Separation Date with the completion of a smooth transition to the Company’s new Chief Operating Officer and perform any other duties reasonably requested by the CEO. Employee agrees that, following the Transition Date, the Company may reduce or eliminate some or all of Employee’s duties, authorities and responsibilities in such manner and at such time or times as it determines to be appropriate in its sole discretion without constituting a constructive termination or breach of any agreement with Employee. Employee and the Company agree that upon the Employment Separation Date, Employee shall promptly resign, and shall be deemed to have resigned from all other officer, director and employment positions that Employee held at or through the Company, and any of its parents, subsidiaries or affiliates, and Employee agrees to promptly execute such additional documentation as requested by the Company to effectuate the foregoing. The Employment Separation Date will be the termination date of Employee’s employment for purposes of Employee’s active participation in and coverage under all benefit plans and programs sponsored by or through the Company or its affiliates, except as otherwise required by applicable law. For the avoidance of doubt, the parties acknowledge that Section 4(e) of the Employment Agreement regarding Employee’s continuation of benefits following any termination of employment shall survive the execution of the Agreement and continue in full force and effect.

 







 

(b)    Regardless of whether Employee executes this Agreement, the Company shall timely pay to Employee, minus applicable withholdings and authorized or required deductions: (i) all earned, but unpaid, wages and accrued, but unused, vacation time earned in accordance with applicable law and Company policy through the Employment Separation Date; (ii) any unpaid expenses or other reimbursements, due to Employee under the Company’s policies, provided that Employee must submit for reimbursement any outstanding business-related expenses within ten (10) days following the Employment Separation Date; and (iii) any amounts payable under the Company’s applicable employee benefits plans and programs in accordance with their terms.

 

(c)    Employee will receive under separate cover information regarding Employee’s rights under the Consolidated Omnibus Budget Reconciliation Act and, if applicable, any state continuation coverage laws (collectively, “COBRA”). Employee acknowledges that Employee should review the COBRA notice and election forms carefully to understand Employee’s rights and obligations to make timely elections, provide timely notification and make timely premium payments.

 

(d)    For the avoidance of doubt, (i) all outstanding equity awards held by Employee shall be treated in accordance with the terms and conditions of the Acadia Healthcare Company Inc., Incentive Compensation Plan and the applicable award agreement and (ii) that certain Retention Bonus Agreement by and between Employee and the Company, dated January 14, 2025, and that certain Supplemental Bonus Agreement by and between Employee and the Company, dated July 25, 2025, in each case, pursuant to which Employee was awarded an opportunity to earn certain cash bonuses, shall automatically terminate on the Employment Separation Date without any action by any party and Employee shall not be entitled to receive any payment thereunder.

 

2.         Separation Payment. To retain Employee’s services through the Employment Separation Date and provided that Employee complies with this Agreement and the “ADEA Release” (as defined below) becomes effective pursuant to its terms, (a) Employee shall be paid Employee’s annual bonus for the 2025 calendar year, such amount, if any, to be determined and paid in accordance with Section 3(b) of the Employment Agreement at the same time such annual bonuses are paid to other employees of the Company, less all applicable withholdings and authorized or required deductions, and (b) Employee shall receive a lump sum cash payment equal to $515,000 less all applicable withholdings and authorized or required deductions, payable by the Company no later than March 15, 2026. The payments under this Section 2 are not earnings or wages under any Company 401(k) plan.

 

3.         Confidentiality. Subject to Section 11 below, Employee agrees that the terms and conditions of this Agreement; the circumstances of Employee’s separation from the Company; all nonpublic, confidential, proprietary and trade secret information that Employee obtained or developed as result of Employee’s employment with the Company; and any events relating to the Company and/or the Company’s employees that occurred during Employee’s employment with the Company are strictly confidential, except that Employee may disclose the terms and conditions to Employee’s attorneys, accountants, tax consultants, state and federal tax authorities or as may otherwise be required by law (provided such parties are instructed to comply with this section).

 







 

4.           Continuing Obligations.

 

(a)    Paragraph 7(a) of the Employment Agreement is modified as follows:

 

(i)    the Noncompete Period (as defined in the Employment Agreement) is thirty-six (36) months for (x) acute inpatient behavioral healthcare companies and related services, and (y) the companies listed on Schedule I attached hereto.

 

(ii)    the Noncompete Period is six (6) months for startup enterprises where Employee serves as a founder, co-founder, director and/or officer where such startup enterprise focuses on developing or operating outpatient, partial hospitalization (PHP), intensive outpatient (IOP), or office-based treatment programs, including those providing opioid treatment services, even if such enterprise may indirectly compete with Acadia facilities, provided that Employee does not use or disclose Acadia confidential information.

 

(iii)    the Noncompete Period otherwise remains twelve (12) months for matters not listed in (i) or (ii).

 

(b)    Except as provided in Section 4(a) above, Employee hereby reaffirms Employee’s obligations under the Employment Agreement and agrees to comply at all times with Employee’s post-employment obligations.

 

5.           Release.

 

(a)    In exchange for the consideration provided in this Agreement, Employee agrees that, to the maximum extent permitted by law, Employee, on behalf of Employee, and Employee’s heirs, beneficiaries, administrators, executors, trustees and assigns, shall, and hereby does, forever and irrevocably release and discharge the Company and each of its past, present and future parents, subsidiaries, affiliates, portfolio companies and funds, and each of their past, present and future owners, officers, directors, employees, independent contractors, agents, affiliates, parents, subsidiaries, divisions, insurers, attorneys, predecessors, employee benefit plans, purchasers, assigns, representatives, successors and successors in interest (collectively, the “Released Parties”) from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present and whether known or unknown, suspected, unsuspected or claimed (collectively, “Claims”) against the Released Parties which Employee or any of Employee’s heirs, executors, administrators or assigns, may have from the beginning of time through the date upon which Employee executes or re-executes (as applicable) this Agreement; (i) arising out of, or relating to, Employee’s employment with or services rendered to any Released Parties; (ii) arising out of, or relating to, any agreement and/or any awards, policies, plans, programs or practices of the Released Parties that may apply to Employee or in which Employee may participate, including, but not limited to, any rights under bonus plans or programs of Released Parties and/or any other short-term or long-term equity-based or cash-based incentive plans or programs of the Released Parties; (iii) arising out of, or relating to, Employee’s termination of employment or services from any of the Released Parties; and/or (iv) arising out of, or relating to, Employee’s status as an employee, member, officer, director or consultant of any of the Released Parties, including, but not limited to, any allegation, Claim or violation, arising under any federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any Claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any Claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters.

 







 

(b)    Notwithstanding anything in this Agreement to the contrary, Employee’s release of Claims under the Age Discrimination in Employment Act, as amended (the “ADEA Release”) shall only become effective (i) with respect to Employee’s release of Claims under the ADEA as of the Effective Date upon: (x) Employee’s initial separate signature set forth on the signature page of this Agreement reflecting Employee’s assent to Employee’s release of Claims under the ADEA as of the Effective Date and (y) Employee not revoking such execution by the seventh (7th) calendar day following such execution; and (ii) with respect to Employee’s release of Claims under the ADEA as of the date that Employee re-executes this Agreement upon: (x) Employee’s second separate signature set forth on the signature page of this Agreement reflecting Employee’s assent to Employee’s release of Claims under the ADEA as of the date of such re-execution and (y) the occurrence of the ADEA Release Effective Date (as defined below).

 

(c)    Employee represents and agrees that Employee has not, by himself/herself or on Employee’s behalf, instituted, prosecuted, filed, or processed any litigation, Claims or proceedings against the Company or any Released Parties, nor has Employee encouraged or assisted anyone to institute, prosecute, file, or process any litigation, Claims or proceedings against the Company or any Released Parties. Nothing in this Section 5 shall release or impair (i) any Claim or right that may arise after the date that Employee executes or re-executes (as applicable) this Agreement; (ii) any right to any earned and accrued base salary, vacation or benefits or incurred but unreimbursed business expense reimbursements or any severance or other benefits to which Employee is entitled under this Agreement (including, without limitation, Section 1 of this Agreement, which it is acknowledged Employee is entitled to receive as provided herein), (iii) any rights to vested ERISA benefits, as well as Employee’s rights under any vested equity awards and as an equity or security holder in the Company or its affiliates; (iv) any Claim or right Employee may have pursuant to indemnification, advancement, defense, or reimbursement pursuant to any applicable D&O policies, any similar insurance policies, applicable law, the Company’s by-laws, agreement or otherwise, and Employee’s rights under such policies and by-laws shall in no event be amended to be less favorable to Employee than Employee’s right under such policies and by-laws as in effect on the date of this Agreement; and (v) any Claim which by Federal, state or local law cannot be waived. Nothing in this Agreement is intended to prohibit or restrict Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency; provided that Employee hereby waives the right to recover any monetary damages or other relief against any Released Parties; provided, however, that nothing in this Agreement shall prohibit Employee from receiving any monetary award to which Employee becomes entitled pursuant to Section 922 of the Dodd-Frank Wall Street Reform and Consumer Protection Act or awards under other whistleblower laws that cannot be waived by law.

 







 

(d)    Employee understands that Employee may later discover Claims or facts that may be different than, or in addition to, those which Employee now knows or believes to exist with regards to the subject matter of this Agreement, and which, if known at the time of executing or re-executing (as applicable) this Agreement, may have materially affected this Agreement or Employee’s decision to enter into it. Employee hereby waives any right or Claim that might arise as a result of such different or additional Claims or facts.

 

(e)    Employee represents that Employee has made no assignment or transfer of any right or Claim covered by this Section 5 and that Employee further agrees that Employee is not aware of any such right or Claim covered by this Section 5.

 

(f)    Employee understands, acknowledges, and agrees that any amounts paid to him in accordance with Section 2 of this Agreement exceed what Employee is otherwise entitled to receive upon separation from employment due to Employee’s voluntary resignation, and that these benefits are being given as consideration in exchange for executing this Agreement, including the ADEA Release contained in it. Employee understands that he will not receive any payments specified in Section 2 unless Employee executes this Agreement including the ADEA Release contained in it, re-executes this Agreement for purposes of the ADEA Release, and does not revoke the execution and re-execution of the ADEA Release within the time period permitted hereafter and thereafter. Employee acknowledges and agrees that, except as expressly set forth under this Agreement, Employee is not entitled to receive any additional compensation, bonus, equity compensation, payment in lieu of any paid time off, equity awards, severance payments or other payments or benefits of any kind from the Company or its parents, subsidiaries or its affiliates or with respect to Employee’s employment with the Company or any of its parents, subsidiaries and affiliates, including, without limitation, any payments of any kind under the Employment Agreement.

 

(g)    In signing or re-signing (as applicable) the ADEA Release, Employee acknowledges and intends that it will be effective as a bar to each and every one of the released Claims hereinabove mentioned or implied. Employee expressly consents that the ADEA Release will be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected released Claims (not withstanding any state or local statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated claims), if any, as well as those relating to any other released Claims hereinabove mentioned or implied. Employee acknowledges and agrees that this waiver is an essential and material term of the ADEA Release and that without such waiver the Company would not have agreed to the terms of this Agreement. Employee further agrees that in the event Employee should seek to recover against the Company in any released Claim brought by a governmental agency on Employee’s behalf, the ADEA Release will serve as a complete defense to such released Claim to the maximum extent permitted by law. Employee further agrees that he is not aware of any pending claim of the type described in Section 5(a) above as of the execution and re-execution (as applicable) of the ADEA Release.

 







 

6.         No Cooperation with Non-Governmental Third Parties. Employee agrees that, to the maximum extent permitted by law, Employee will not encourage or voluntarily assist or aid in any way any non-governmental attorneys or their clients or individuals acting on their own behalf in making or filing any lawsuits, complaints, or other proceedings against the Company or any other Released Parties, and represents that Employee has not previously engaged in any such conduct.

 

7.          Company Property. Employee acknowledges and agrees that, other than as expressly approved by the Company, Employee has returned, or will return within two (2) days after the Employment Separation Date, all Company property and non-public, confidential, proprietary and/or trade secret information in Employee’s custody, possession or control, in any form whatsoever, including without limitation, equipment, telephones, smart phones, work-related passwords; PDAs, laptops, credit cards, keys, access cards, identification cards, security devices, network access devices, pagers, confidential or proprietary information, documents, manuals, reports, books, compilations, work product, e-mail messages, recordings, tapes, removable storage devices, hard drives, computers and computer discs, files and data (collectively, “Company Property”), which Employee prepared or obtained during the course of Employee’s employment with the Company. If Employee discovers any property of the Company or non-public, confidential, proprietary and/or trade secret information in Employee’s possession after the Employment Separation Date, Employee shall promptly return such property to the Company or, at the instruction of the Company, destroy such property or information.

 

8.           No Admission of Liability; No Prevailing Party. The Parties agree that this Agreement is not to be construed as an admission of any wrongdoing or liability on the part of the Parties under any statute or otherwise, but that on the contrary, any such wrongdoing or liability is expressly denied by the Parties. The Parties agree that neither this Agreement nor the negotiations in pursuance thereof shall be construed or interpreted to render the Parties a prevailing party for any reason, including but not limited to an award of attorney’s fees, expenses or costs under any statute or otherwise.

 

9.          Voluntary Execution. Employee acknowledges, certifies and agrees that: (a) Employee has carefully read this Agreement and fully understands all of its terms; (b) Employee had a reasonable amount of time to consider Employee’s decision to execute or re-execute (as applicable) this Agreement; (c) in executing or re-executing (as applicable) this Agreement Employee does not rely and has not relied upon any representation or statement made by any of the Company’s agents, representatives, or attorneys with regard to the subject matter, basis, or effect of the Agreement; and (d) that Employee enters into this Agreement voluntarily, of Employee’s own free will, without any duress and with knowledge of its meaning and effect in exchange for good and valuable consideration to which Employee would not be entitled in the absence of executing or re-executing (as applicable) this Agreement and not revoking the ADEA Release. Employee acknowledges that the Company has advised Employee to consult with an attorney prior to executing or re-executing (as applicable) this Agreement and that Employee has had an opportunity to consult with Employee’s counsel.

 







 

10.        Review Period. Employee has been given twenty-one (21) days from the date of Employee’s receipt of this Agreement to consider the terms of this Agreement, although Employee may sign it at any time sooner; provided, that Employee may not re-execute the ADEA Release until the Employment Separation Date. The Parties agree that any revisions or modifications to this Agreement, whether material or immaterial, will not and did not restart this time period. The first date upon which Employee and the Company have signed this Agreement and the Company has received Employee’s signature, shall be the “Effective Date”. Employee has seven (7) calendar days after the date on which Employee initially executes this Agreement for purposes of the ADEA Release to revoke Employee’s consent to the ADEA Release. If Employee does not sign this Agreement for purposes of the ADEA Release or if Employee revokes Employee’s first execution of this Agreement for purposes of the ADEA Release, the ADEA Release shall be null and void and the “ADEA Release Effective Date” (as defined below) shall not occur. Provided that Employee does not revoke Employee’s first execution of this Agreement for purposes of the ADEA Release within such seven (7) day revocation period, this ADEA Release will become effective on the eighth (8th) calendar day after the date on which Employee signs this Agreement for purposes of the ADEA Release. Employee’s re-execution of the ADEA Release advances the ADEA Release to the date of such re-execution. After such re-execution, Employee has seven (7) calendar days to revoke Employee’s consent to the advancement of the ADEA Release to the date of such re-execution. Provided that Employee does not revoke Employee’s re-execution of the ADEA Release within such seven (7) day revocation period, the ADEA Release will advance to the date of such re-execution effective on the eighth (8th) calendar day after the date on which Employee re-executes the ADEA Release (the “ADEA Release Effective Date”). Employee must also re-execute the ADEA release on, or within twenty-one (21) days after, the Employment Separation Date to remain eligible to receive the benefits hereunder and must not revoke Employee’s re-execution of such ADEA Release within 7 days thereafter. If Employee does not re-execute the ADEA Release or if Employee revokes Employee’s re-execution of the ADEA Release, the Company’s obligations under Section 2 of this Agreement shall be null and void; however, the ADEA Release will remain in full force and effect through the Effective Date. For purposes of the foregoing, any revocation must be in writing and must be emailed to Chris Hunter at Chris.Hunter@acadiahealthcare.com, and notice of such revocation must be received within the applicable seven (7) calendar days referenced above.

 

11.        Permitted Disclosures. Nothing in this Agreement or any other agreement between the Parties or any other policies of the Company or its affiliates shall prohibit or restrict Employee or Employee’s attorneys from: (a) making any disclosure of relevant and necessary information or documents in any action, investigation, or proceeding relating to this Agreement, or as required by law or legal process, including with respect to possible violations of law; (b) participating, cooperating, or testifying in any action, investigation, or proceeding with, or providing information to, any governmental agency or legislative body, any self-regulatory organization, and/or pursuant to the Sarbanes-Oxley Act; or (c) accepting any U.S. Securities and Exchange Commission awards or awards under other whistleblower laws that cannot be waived by law. In addition, nothing in this Agreement or any other agreement between the Parties or any other policies of the Company or its affiliates prohibits or restricts Employee from initiating communications with, or responding to any inquiry from, any regulatory or supervisory authority regarding any good faith concerns about possible violations of law or regulation. Pursuant to 18 U.S.C. § 1833(b), Employee will not be held criminally or civilly liable under any Federal or state trade secret law for the disclosure of a trade secret of the Company or its affiliates that (i) is made (x) in confidence to a Federal, state, or local government official, either directly or indirectly, or to Employee’s attorney and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Employee files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Employee may disclose the trade secret to Employee’s attorney and use the trade secret information in the court proceeding, if Employee files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement or any other agreement between the Parties or any other policies of the Company or its affiliates is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section.

 







 

12.         Successors and Assigns; Third-Party Beneficiaries. The Parties agree that this Agreement shall inure to the benefit of the personal representatives, heirs, executors, and administrators of Employee. This Agreement may not be assigned by Employee. The Company may freely assign all rights and obligations of this Agreement to any affiliate or successor (including to a purchaser of assets). The Released Parties are expressly intended to be third-party beneficiaries of this Agreement and it may be enforced by each of them.

 

13.         No Oral Modifications. This Agreement shall not be modified except in writing signed by Employee and an authorized representative of the Company.

 

14.         Severability. If any terms of the above provisions of this Agreement are found null, void or inoperative, for any reason, the remaining provisions will remain in full force and effect. The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against either of the Parties.

 

15.         Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. An originally executed version of this Agreement that is scanned as an image file (e.g., Adobe PDF, TIF, etc.) and then delivered by one Party to the other Party via electronic mail as evidence of signature, shall, for all purposes hereof, be deemed an original signature.

 

16.        Governing Law; Jurisdiction; Waiver of Jury Trial. The Parties agree that this Agreement and the rights and obligations hereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware regardless of any principles of conflicts of laws or choice of laws of any jurisdiction. The Parties agree that any action between Employee and the Company shall be resolved exclusively in a federal or state court in Tennessee, and the Company and Employee hereby consent to such jurisdiction and waive any objection to the jurisdiction of any such court. As a specifically bargained for inducement for each of the Parties to enter into this Agreement, Employee and the Company (after having the opportunity to consult with counsel) hereby waive trial by jury as to any and all litigation arising out of and/or relating to this Agreement.

 

17.        Entire Agreement. This Agreement and the Employment Agreement constitute the complete and entire agreement and understanding of the Parties, and supersede in their entirety any and all prior understandings, negotiations, commitments, obligations and/or agreements, whether written or oral, between the Parties. The Parties represent that, in executing or re-executing (as applicable) this Agreement, each Party has not relied upon any representation or statement made by the other Party, other than those set forth in this Agreement, with regard to the subject matter, basis or effect of this Agreement.

 







 

IN WITNESS WHEREOF, the Parties have duly executed or re-executed, as applicable, this Agreement as of the below-indicated date(s).

 

EMPLOYEE

 

 

     
Nasser Khan   Date

            

 

ACADIA MANAGEMENT COMPANY, LLC

 

     
(Signature)   Date

                  

Name: Christopher Hunter

Title: President

 

 

AGREED AND ACKNOWLEDGED
WITH RESPECT TO FIRST EXECUTION OF ADEA RELEASE

 

EMPLOYEE

 

 

       
Nasser Khan   Date  


                  

 

 

 

*NOT TO BE SIGNED PRIOR TO THE EMPLOYMENT SEPARATION DATE*

 

AGREED AND ACKNOWLEDGED
WITH RESPECT TO RE-EXECUTION OF ADEA RELEASE

 

EMPLOYEE

 

 

     
Nasser Khan   Date

           



 

Schedule I

 

(Specific companies where Employee’s non-compete obligations are extended to thirty-six (36) months)

 

 

 

 

Pinnacle Treatment Centers

 

 

BayMark Health Services

 

 

Behavioral Health Group

 

 

Community Medical Services

 

 

New Season

 

 

BrightView

 

 

Maric Healthcare

 

 

Crossroads

 

 
EX-99 3 ex_883621.htm EXHIBIT 99 ex_883621.htm

Exhibit 99

 

logo.jpg

 

 

ACADIA HEALTHCARE REPORTS THIRD QUARTER 2025 RESULTS

 

Third Quarter Revenue of $851.6 Million Increased 4.4% Year-Over-Year

 

Lowering Full-Year Outlook

 

Acadia Taking Decisive Actions to Optimize Portfolio in Order to Reduce Capital Expenditures and Increase Free Cash Flow Generation

 

Referral Initiatives Drive Accelerating Admissions Growth

 

Todd Young joined as CFO on October 27; Announces departure of COO Dr. Nasser Khan

 

 

FRANKLIN, Tenn. (November 5, 2025) – Acadia Healthcare Company, Inc. (“Acadia” or the “Company”) (NASDAQ: ACHC) today announced financial results for the third quarter ended September 30, 2025.

 

Third Quarter 2025 Results

 

 

Revenue totaled $851.6 million, an increase of 4.4% over the third quarter of 2024

 

Same facility revenue increased 3.7% compared with the third quarter of 2024, including an increase in revenue per patient day of 2.3% and an increase in patient days of 1.3%

 

Same facility admissions grew 3.3% compared to the third quarter of 2024

 

Net income attributable to Acadia totaled $36.2 million, or $0.40 per diluted share, vs $0.74 per diluted share in the prior-year period

 

Adjusted income attributable to Acadia totaled $64.8 million, or $0.72 per diluted share, vs $0.91 per diluted share in the prior-year period

 

Adjusted EBITDA was $173.0 million, compared with $194.3 million in the prior-year period

 

Added 83 newly licensed beds to existing facilities and 346 beds to new facilities in the third quarter

 

Full Year Financial Guidance

 

 

Lowering revenue guidance to $3.28 billion to $3.30 billion from the prior range of $3.30 billion to $3.35 billion

 

Lowering Adjusted EBITDA guidance to $650 million to $660 million from the prior range of $675 million to $700 million

 

Lowering Adjusted earnings per share guidance to $2.35 to $2.45 from the prior range of $2.45 to $2.65

 

See table below for a full summary of revised guidance

 

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ACHC Reports Third Quarter 2025 Results

Page 2

November 5, 2025

 

Revenue Performance by Service Type

 

 

Acute inpatient psychiatric facilities: Revenue totaled $471.5 million, an increase of 7.2% over the third quarter of 2024

 

Specialty treatment facilities: Revenue totaled $148.1 million, a decrease of 4.9% over the third quarter of 2024, reflecting certain facilities closed over the last twelve months

 

Comprehensive treatment centers: Revenue totaled $144.5 million, an increase of 7.7% over the third quarter of 2024

 

Residential treatment centers: Revenue totaled $87.5 million, an increase of 1.8% over the third quarter of 2024

 

Adjusted income attributable to Acadia and Adjusted EBITDA are non-GAAP financial measures. A reconciliation of all non-GAAP financial measures in this press release begins on page 11.

 

“Acadia delivered solid revenue performance in the third quarter despite a challenging operating environment,” said Chris Hunter, Chief Executive Officer of Acadia. “While we are lowering our full-year EBITDA guidance to reflect incremental volume and rate pressures, we remain encouraged by patient demand and the progress we’re making across key initiatives. In light of these ongoing headwinds, we are taking decisive steps to improve performance and position the business for the future — including targeted efforts to drive volume recovery, a reduction in capital expenditures to accelerate free cash flow generation, and portfolio rationalization to ensure we are focused on the highest-performing markets and service lines. We are executing a focused strategy centered on disciplined growth to expand access to high-quality behavioral healthcare, improve clinical outcomes and drive operational efficiency across our national network.”

 

Discussion of Results and Updated Guidance

Acadia reported third quarter revenue of $851.6 million, reflecting a 4.4% increase year-over-year. Same-facility revenue grew 3.7%, driven by a 2.3% increase in revenue per patient day and a 1.3% rise in patient days. Same-facility admissions increased 3.3% compared to the prior-year period, underscoring early momentum from targeted referral initiatives. However, patient day growth fell short of expectations due to persistent softness in acute care Medicaid volumes and heightened payor scrutiny around authorizations. In addition, revenue was negatively impacted by elevated levels of bad debt and denials, which are expected to remain a headwind in the fourth quarter.

 

Adjusted EBITDA for the quarter was $173.0 million, down from $194.3 million in the prior-year period, reflecting the impact of lower volumes, increased startup losses from newly opened facilities, and higher professional and general liability (“PLGL”) expenses. Startup losses from newly opened facilities totaled $13.3 million in the quarter, up from $7.3 million in the third quarter of 2024 due to the significant number of new beds opened in the last 12 months.

 

In response to these dynamics, Acadia is lowering its full-year 2025 guidance ranges for revenue, adjusted EBITDA, and adjusted earnings per share. The revised outlook incorporates an incremental assumption on PLGL charges of $4.0 million to $6.0 million that are now expected in the fourth quarter, as well as rate pressure stemming from evolving macroeconomic and policy conditions.

 

While the reimbursement environment remains challenging, Acadia’s investments in quality infrastructure and clinical outcomes position the Company favorably in discussions with payor partners. Several Medicaid supplemental payment programs are currently under review by CMS. However, due to uncertainty surrounding the timing of approvals amid the ongoing government shutdown, these potential contributions of up to $22.0 million in adjusted EBITDA from new supplemental payment programs are not reflected in the updated guidance.

 

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ACHC Reports Third Quarter 2025 Results

Page 3

November 5, 2025

 

Development Activity

Acadia added 429 new beds during the third quarter, with a total of 908 beds added in the first nine months of 2025:

 

 

The Company added 83 beds to existing facilities in the third quarter, bringing the total to 274 beds added to existing facilities for the first nine months of 2025.

 

 

The Company added 346 beds to newly constructed facilities in the third quarter, with a total of 634 added in the first nine months of 2025.

 

The 429 beds added during the third quarter are attributable to the Company’s commencement of operations at three previously announced joint venture hospitals: a 96-bed hospital in Danville, Pennsylvania, its second joint venture hospital with Geisinger Health; a 106-bed expansion of a hospital in Austin, Texas, through a joint venture with Ascension Seton; and a 144-bed hospital in St. Paul, Minnesota, through a joint venture with Fairview Health Services.

 

Joint ventures continue to be an important part of our growth strategy as we partner with marquee healthcare systems to provide critical behavioral care to our patients and communities.

 

In addition, Acadia added three new comprehensive treatment centers (“CTCs”), extending the Company’s market reach to 177 CTCs across 33 states, treating over 74,000 patients daily in this critical area of care.

 

Taking Decisive Action to Drive Improved Performance

Acadia is taking decisive steps to strengthen performance and position the Company for long-term success. As announced in September, the Company is reducing its 2026 capital expenditures by at least $300 million compared to 2025 levels, following a comprehensive facility-by-facility review of its development pipeline. This disciplined approach to capital deployment reflects a sharpened focus on high-performing markets and service lines with the most favorable end-market dynamics and is expected to accelerate Acadia’s path to generating positive free cash flow for the full year 2026.

 

At the same time, Acadia is intensifying efforts to optimize the performance of its expanded footprint. With over 1,700 beds added across 2024 and 2025, and an additional 500 to 700 beds expected in 2026, the Company is executing targeted initiatives to drive volume growth. These efforts include referral source–level action plans at underperforming facilities, enhanced data-driven planning, and dedicated resources to support execution. These initiatives are already yielding results, with same-facility admissions growing 3.3% in the third quarter and referral volumes accelerating meaningfully in the second half of the year.

 

Acadia’s investments in quality and technology continue to differentiate the Company in a sector historically marked by underinvestment. The Company’s integrated quality dashboard tracks more than 50 key performance indicators in real time, enabling consistent delivery of evidence-based care and supporting constructive engagement with payor partners. These capabilities are increasingly critical in an environment where demonstrated clinical outcomes are becoming a key determinant of reimbursement and access.

 

Moreover, Acadia’s commitment to quality has helped attract and retain talent, with labor turnover improving for six consecutive quarters and base wage growth stabilizing. As referral volumes rise, these labor trends position the Company to convert demand into admissions more effectively, further supporting its growth trajectory.

 

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ACHC Reports Third Quarter 2025 Results

Page 4

November 5, 2025

 

Cash and Liquidity

As of September 30, 2025, the Company had $118.7 million in cash and cash equivalents and $786.7 million available under its $1.0 billion revolving credit facility.

 

2025 Financial Guidance

Acadia today updated its previously announced financial guidance for 2025, as follows:

 

 

November Guidance Range

August Guidance Range

Revenue

$3.28 to $3.30 billion

$3.30 to $3.35 billion

Adjusted EBITDA

$650 to $660 million

$675 to $700 million

Adjusted earnings per diluted share

$2.35 to $2.45

$2.45 to $2.65

Interest expense

$135 to $140 million

$130 to $140 million

Tax rate

22.5% to 23.5%

25% to 26%

Depreciation and amortization expense

$190 to $195 million

$185 to $195 million

Stock compensation expense

$33 to $38 million

$40 to $45 million

Operating cash flows

$400 to $425 million

$460 to $485 million

Expansion capital expenditures

$505 to $515 million

$495 to $535 million

Maintenance and IT capital expenditures

$105 to $115 million

$105 to $115 million

Total bed additions

945 to 1,076 beds

950 to 1,000 beds

   

 

The Company’s full-year guidance includes the following assumptions:

 

Same-facility volume growth is expected at the low end of the prior range of two to three percent.

 

Same-facility revenue per patient day growth in the low single digits.

 

Startup losses are expected in the range of $60 to $65 million.

 

A net increase in existing Medicaid supplemental payments at the high end of the prior range of $30 to $40 million.

 

The Company’s guidance does not include the impact of any future acquisitions, divestitures, transaction, legal and other costs or non-recurring legal settlements expense.

 

Chief Operating Officer Transition

The Company also announced that Dr. Nasser Khan resigned from his role as Chief Operating Officer, effective November 3, 2025. Dr. Khan will continue to serve as an executive advisor through December 31, 2025. The Company has initiated a search for his replacement, and in the interim, Dr. Khan’s responsibilities are being assumed by other members of executive management.

 

Conference Call

Acadia will hold a conference call to discuss its third quarter financial results at 8:00 a.m. Central Time/9:00 a.m. Eastern Time on Thursday, November 6, 2025. A live webcast of the conference call will be available at www.acadiahealthcare.com in the “Investors” section of the website. The webcast of the conference call will be available for 30 days.

 

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ACHC Reports Third Quarter 2025 Results

Page 5

November 5, 2025

 

About Acadia

 

Acadia is a leading provider of behavioral healthcare services across the United States. As of September 30, 2025, Acadia operated a network of 278 behavioral healthcare facilities with approximately 12,500 beds in 40 states and Puerto Rico. With approximately 25,500 employees serving more than 82,000 patients daily, Acadia is the largest stand-alone behavioral healthcare company in the U.S. Acadia provides behavioral healthcare services to its patients in a variety of settings, including inpatient psychiatric hospitals, specialty treatment facilities, residential treatment centers and outpatient clinics.

 

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ACHC Reports Third Quarter 2025 Results

Page 6

November 5, 2025

 

Forward-Looking Information

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements related to our strategy, growth, anticipated operating results for future periods and our share repurchase program. Generally, words such as “may,” “will,” “should,” “could,” “anticipate,” “expect,” “intend,” “estimate,” “plan,” “continue,” and “believe” or the negative of or other variation on these and other similar expressions identify forward-looking statements. These forward-looking statements are made only as of the date of this press release. We do not undertake to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements are based on current expectations and involve risks and uncertainties and our future results could differ significantly from those expressed or implied by our forward-looking statements. Factors that may cause actual results to differ materially include, without limitation, (i) potential difficulties in successfully integrating the operations of acquired facilities or realizing the expected benefits and synergies of our facility expansions, acquisitions, joint ventures and de novo transactions; (ii) Acadia’s ability to add beds, expand services, enhance marketing programs and improve efficiencies at its facilities; (iii) potential reductions in payments received by Acadia from government and commercial payors, including because of the significant changes to Medicaid financing mechanisms introduced by the One Big Beautiful Bill Act (“OBBBA”) enacted on July 4, 2025; (iv) the occurrence of patient incidents, governmental investigations, litigation and adverse regulatory actions, which could adversely affect the price of our common stock and result in substantial payments and incremental regulatory burdens; (v) the risk that Acadia may not generate sufficient cash from operations to service its debt and meet its working capital and capital expenditure requirements; (vi) potential disruptions to our information technology systems or a cybersecurity incident; and (vii) potential operating difficulties, including, without limitation, disruption to the U.S. economy and financial markets, and any effects of the ongoing U.S. government shutdown; reduced admissions and patient volumes, including, without limitation, due to OBBBA’s introduction of work or community engagement requirements in the Medicaid expansion population; increased costs relating to labor, supply chain and other expenditures; changes in competition and client preferences; and general economic or industry conditions that may prevent Acadia from realizing the expected benefits of its business strategies. These factors and others are more fully described in Acadia’s periodic reports and other filings with the SEC.

 

Share Repurchase Authorization Disclaimer

Acadia’s share repurchase program permits the Company to make repurchases on a discretionary basis as determined by management, subject to market conditions, applicable legal requirements, available liquidity, compliance with the Company's debt agreements, and other appropriate factors. Repurchases under the share repurchase program are to be made through open market or privately negotiated transactions and may be made pursuant to plans entered into in accordance with Rule 10b5-1 and/or Rule 10b-18 of the Exchange Act. The share repurchase program does not have a termination date, does not obligate Acadia to acquire any particular amount of common stock, and may be modified, extended, suspended, or discontinued by the Company’s Board of Directors at any time without prior notice. No assurance can be given that any particular amount of common stock will be repurchased.

 

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ACHC Reports Third Quarter 2025 Results

Page 7

November 5, 2025

 

Acadia Healthcare Company, Inc.

Condensed Consolidated Statements of Income

(Unaudited)

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2025

   

2024

   

2025

   

2024

 
   

(In thousands, except per share amounts)

 
                                 

Revenue

  $ 851,573     $ 815,634     $ 2,491,310     $ 2,379,725  
                                 

Salaries, wages and benefits (including equity-based compensation expense of $6,031, $9,467, $25,257 and $27,014, respectively)

    462,169       428,147       1,359,857       1,265,427  

Professional fees

    51,478       48,498       147,146       142,236  

Supplies

    30,412       29,623       87,286       84,153  

Rents and leases

    11,736       12,389       36,002       36,141  

Other operating expenses

    128,787       112,137       377,203       322,900  

Depreciation and amortization

    47,468       37,641       143,495       110,054  

Interest expense, net

    36,619       29,924       100,939       86,297  

Debt extinguishment costs

                1,269        

Legal settlements expense

                3,504        

Loss on impairment

          10,459       1,452       11,459  

Gain on sale of property

                (8,715 )      

Transaction, legal and other costs

    42,919       8,249       138,416       17,187  

Total expenses

    811,588       717,067       2,387,854       2,075,854  

Income before income taxes

    39,985       98,567       103,456       303,871  

Provision for income taxes

    1,668       27,199       18,139       72,916  

Net income

    38,317       71,368       85,317       230,955  

Net income attributable to noncontrolling interests

    (2,071 )     (3,236 )     (10,570 )     (7,958 )

Net income attributable to Acadia Healthcare Company, Inc.

  $ 36,246     $ 68,132     $ 74,747     $ 222,997  
                                 

Earnings per share attributable to Acadia Healthcare Company, Inc. stockholders:

                               

Basic

  $ 0.40     $ 0.74     $ 0.82     $ 2.44  

Diluted

  $ 0.40     $ 0.74     $ 0.82     $ 2.42  
                                 

Weighted-average shares outstanding:

                               

Basic

    90,414       91,720       90,794       91,571  

Diluted

    90,584       92,188       91,255       92,119  

 

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ACHC Reports Third Quarter 2025 Results

Page 8

November 5, 2025

 

Acadia Healthcare Company, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

 

   

September 30,

   

December 31,

 
   

2025

   

2024

 
   

(In thousands)

 
                 

ASSETS

 

Current assets:

               

Cash and cash equivalents

  $ 118,693     $ 76,305  

Accounts receivable, net

    430,838       365,339  

Other current assets

    198,425       135,848  

Total current assets

    747,956       577,492  

Property and equipment, net

    3,091,502       2,853,193  

Goodwill

    2,286,434       2,264,851  

Intangible assets, net

    85,176       70,003  

Deferred tax assets

    27,795       20,964  

Operating lease right-of-use assets

    114,248       118,369  

Other assets

    59,630       52,043  

Total assets

  $ 6,412,741     $ 5,956,915  
                 
                 

LIABILITIES AND EQUITY

 

Current liabilities:

               

Current portion of long-term debt

  $ 24,375     $ 76,816  

Accounts payable

    179,939       232,704  

Accrued salaries and benefits

    166,417       155,426  

Current portion of operating lease liabilities

    21,479       25,462  

Other accrued liabilities

    125,713       87,511  

Total current liabilities

    517,923       577,919  

Long-term debt

    2,284,773       1,880,093  

Deferred tax liabilities

    94,086       83,946  

Operating lease liabilities

    95,464       101,828  

Other liabilities

    130,565       122,298  

Total liabilities

    3,122,811       2,766,084  

Redeemable noncontrolling interests

    169,633       117,116  

Equity:

               

Common stock

    904       918  

Additional paid-in capital

    2,707,719       2,685,464  

Retained earnings

    411,674       387,333  

Total equity

    3,120,297       3,073,715  

Total liabilities and equity

  $ 6,412,741     $ 5,956,915  

 

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ACHC Reports Third Quarter 2025 Results

Page 9

November 5, 2025

 

Acadia Healthcare Company, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

   

Nine Months Ended September 30,

 
   

2025

   

2024

 
   

(In thousands)

 

Operating activities:

               

Net income

  $ 85,317     $ 230,955  

Adjustments to reconcile net income to net cash provided by operating activities:

               

Depreciation and amortization

    143,495       110,054  

Amortization of debt issuance costs

    3,513       3,061  

Equity-based compensation expense

    25,257       27,014  

Deferred income taxes

    3,309       56,133  

Debt extinguishment costs

    1,269        

Legal settlements expense

    3,504        

Loss on impairment

    1,452       11,459  

Gain on sale of property

    (8,715 )      

Other

    1,907       (3,988 )

Change in operating assets and liabilities, net of effect of acquisitions:

               

Accounts receivable, net

    (64,958 )     (20,936 )

Other current assets

    (17,590 )     (3,334 )

Other assets

    (10,865 )     676  

Accounts payable and other accrued liabilities

    33,584       (404,942 )

Accrued salaries and benefits

    5,158       (1,841 )

Other liabilities

    12,554       8,681  

Net cash provided by operating activities

    218,191       12,992  
                 

Investing activities:

               

Cash paid for acquisitions, net of cash acquired

    (8,165 )     (53,550 )

Cash paid for capital expenditures

    (478,617 )     (486,891 )

Proceeds from sale of property and equipment

    23,151       10,227  

Other

    (145 )     (2,935 )

Net cash used in investing activities

    (463,776 )     (533,149 )
                 

Financing activities:

               

Borrowings on long-term debt

    1,200,000       350,000  

Borrowings on revolving credit facility

    875,000       210,000  

Principal payments on revolving credit facility

    (1,035,000 )     (15,000 )

Principal payments on long-term debt

    (8,125 )     (40,968 )

Repayment of long-term debt

    (670,856 )      

Payment of debt issuance costs

    (18,615 )     (1,518 )

Repurchase of shares for payroll tax withholding, net of proceeds from stock option exercises

    (3,953 )     (824 )

Repurchase of common stock

    (50,034 )      

Contributions from noncontrolling partners in joint ventures

    5,000       3,500  

Distributions to noncontrolling partners in joint ventures

    (3,877 )     (2,972 )

Cash paid for contingent consideration

    (1,500 )      

Other

    (67 )     11  

Net cash provided by financing activities

    287,973       502,229  
                 

Net increase (decrease) in cash and cash equivalents

    42,388       (17,928 )

Cash and cash equivalents at beginning of the period

    76,305       100,073  

Cash and cash equivalents at end of the period

  $ 118,693     $ 82,145  
                 

Effect of acquisitions:

               

Assets acquired, excluding cash

  $ 36,715     $ 59,235  

Liabilities assumed

    (1,193 )     (4,185 )

Contingent consideration issued in connection with an acquisition

          (1,500 )

Redeemable noncontrolling interest resulting from an acquisition

    (27,357 )      

Cash paid for acquisitions, net of cash acquired

  $ 8,165     $ 53,550  

 

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ACHC Reports Third Quarter 2025 Results

Page 10

November 5, 2025

 

Acadia Healthcare Company, Inc.

Operating Statistics (1)

(Unaudited, $ in thousands except per Patient Day metrics)

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2025

   

2024

   

% Change

   

2025

   

2024

   

% Change

 

Same Facility Results (2)

                                               

Revenue

  $ 827,824     $ 798,350       3.7 %   $ 2,438,744     $ 2,320,452       5.1 %

Patient Days

    811,607       800,845       1.3 %     2,365,184       2,324,011       1.8 %

Admissions

    51,966       50,286       3.3 %     150,376       147,015       2.3 %

Average Length of Stay (3)

    15.6       15.9       -1.9 %     15.7       15.8       -0.5 %

Revenue per Patient Day

  $ 1,020     $ 997       2.3 %   $ 1,031     $ 998       3.3 %

Adjusted EBITDA

  $ 224,702     $ 230,614       -2.6 %   $ 672,326     $ 665,528       1.0 %
                                                 

Total Facility Results

                                               

Revenue

  $ 851,573     $ 815,634       4.4 %   $ 2,491,310     $ 2,379,725       4.7 %

Patient Days

    830,165       815,126       1.8 %     2,409,938       2,375,477       1.5 %

Admissions

    54,450       51,513       5.7 %     156,055       151,082       3.3 %

Average Length of Stay (3)

    15.2       15.8       -3.6 %     15.4       15.7       -1.8 %

Revenue per Patient Day

  $ 1,026     $ 1,001       2.5 %   $ 1,034     $ 1,002       3.2 %

Adjusted EBITDA

  $ 210,779     $ 230,091       -8.4 %   $ 623,537     $ 665,052       -6.2 %

 

(1) Total facility and same facility results may not be indicative of the overall performance of our business and should not be considered as alternatives for net income or any other performance measures in accordance with GAAP (as defined herein).

 

(2) Same facility results for the periods presented include facilities we have operated for more than one year and exclude certain closed services.

 

(3) Average length of stay is defined as patient days divided by admissions.

 

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ACHC Reports Third Quarter 2025 Results

Page 11

November 5, 2025

 

Acadia Healthcare Company, Inc.

Reconciliation of Net Income Attributable to Acadia Healthcare Company, Inc. to Adjusted EBITDA and
Same Facility Adjusted EBITDA

(Unaudited)

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2025

   

2024

   

2025

   

2024

 
   

(in thousands)

 
                                 

Net income attributable to Acadia Healthcare Company, Inc.

  $ 36,246     $ 68,132     $ 74,747     $ 222,997  

Net income attributable to noncontrolling interests

    2,071       3,236       10,570       7,958  

Provision for income taxes

    1,668       27,199       18,139       72,916  

Interest expense, net

    36,619       29,924       100,939       86,297  

Depreciation and amortization

    47,468       37,641       143,495       110,054  

EBITDA

    124,072       166,132       347,890       500,222  
                                 

Adjustments:

                               

Equity-based compensation expense (a)

    6,031       9,467       25,257       27,014  

Transaction, legal and other costs (b)

    42,919       8,249       138,416       17,187  

Debt extinguishment costs (c)

                1,269        

Legal settlements expense (d)

                3,504        

Loss on impairment (e)

          10,459       1,452       11,459  

Gain on sale of property (f)

                (8,715 )      

Adjusted EBITDA

  $ 173,022     $ 194,307     $ 509,073     $ 555,882  
                                 

Corporate general and administrative costs (g)

    (37,757 )     (35,784 )     (114,464 )     (109,170 )

Total Facility Adjusted EBITDA

    210,779       230,091       623,537       665,052  

De novos, acquisitions, and closed facilities (h)

    (13,923 )     (523 )     (48,789 )     (476 )

Same Facility Adjusted EBITDA

  $ 224,702     $ 230,614     $ 672,326     $ 665,528  

 

See footnotes on pages 13-14.

 

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ACHC Reports Third Quarter 2025 Results

Page 12

November 5, 2025

 

Acadia Healthcare Company, Inc.

Reconciliation of Net Income Attributable to Acadia Healthcare Company, Inc. to 

Adjusted Income Attributable to Acadia Healthcare Company, Inc.

(Unaudited)

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2025

   

2024

   

2025

   

2024

 
   

(in thousands, except per share amounts)

 
                                 

Net income attributable to Acadia Healthcare Company, Inc.

  $ 36,246     $ 68,132     $ 74,747     $ 222,997  
                                 

Adjustments to income:

                               

Transaction, legal and other costs (b)

    42,919       8,249       138,416       17,187  

Debt extinguishment costs (c)

                1,269        

Legal settlements expense (d)

                3,504        

Loss on impairment (e)

          10,459       1,452       11,459  

Gain on sale of property (f)

                (8,715 )      

Provision for income taxes

    1,668       27,199       18,139       72,916  

Adjusted income before income taxes attributable to Acadia Healthcare Company, Inc.

    80,833       114,039       228,812       324,559  

Income tax effect of adjustments to income (i)

    16,005       29,960       52,215       79,614  

Adjusted income attributable to Acadia Healthcare Company, Inc.

    64,828       84,079       176,597       244,945  
                                 

Weighted-average shares outstanding - diluted

    90,584       92,188       91,255       92,119  
                                 

Adjusted income attributable to Acadia Healthcare Company, Inc. per diluted share

  $ 0.72     $ 0.91     $ 1.94     $ 2.66  

 

See footnotes on pages 13-14.

 

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ACHC Reports Third Quarter 2025 Results

Page 13

November 5, 2025

 

Acadia Healthcare Company, Inc.

Footnotes

 

We have included certain financial measures in this press release, including those listed below, which are “non-GAAP financial measures” as defined under the rules and regulations promulgated by the SEC.  These non-GAAP financial measures include, and are defined, as follows:

 

• EBITDA:  net income attributable to Acadia Healthcare Company, Inc. adjusted for net income attributable to noncontrolling interests, provision for income taxes, net interest expense and depreciation and amortization.

 

• Adjusted EBITDA: EBITDA adjusted for equity-based compensation expense, transaction, legal and other costs, debt extinguishment, legal settlements expense, loss on impairment and gain on sale of property.

 

• Adjusted income before income taxes attributable to Acadia Healthcare Company, Inc.: net income attributable to Acadia Healthcare Company, Inc. adjusted for transaction, legal and other costs, debt extinguishment, legal settlements expense, loss on impairment, gain on sale of property and provision for income taxes.

 

• Adjusted income attributable to Acadia Healthcare Company, Inc.: Adjusted income before income taxes attributable to Acadia Healthcare Company, Inc. adjusted for the income tax effect of adjustments to income. 

 

• Total facility adjusted EBITDA: Adjusted EBITDA adjusted for general and administrative costs related to our corporate functions. General and administrative costs directly related to the facilities are included in total facility results.

 

• Same facility adjusted EBITDA: Adjusted EBITDA for facilities and services to those facilities operated in both the current and prior year. These metrics exclude the operating results associated with facilities under operation for less than one year and facilities acquired, divested or removed from service during the current or prior year.

 

The non-GAAP financial measures presented herein are supplemental measures of our performance and are not required by, or presented in accordance with, generally accepted accounting principles in the United States (“GAAP”). The non-GAAP financial measures presented herein are not measures of our financial performance under GAAP and should not be considered as alternatives to net income or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating activities as measures of our liquidity. Our measurements of these non-GAAP financial measures may not be comparable to similarly titled measures of other companies. We have included information concerning the non-GAAP financial measures in this press release because we believe that such information is used by certain investors as measures of a company’s historical performance. We believe these measures are frequently used by securities analysts, investors and other interested parties in the evaluation of issuers of equity securities, many of which present similar non-GAAP financial measures when reporting their results. Because the non-GAAP financial measures are not measurements determined in accordance with GAAP and are thus susceptible to varying calculations, the non-GAAP financial measures, as presented, may not be comparable to other similarly titled measures of other companies. Our presentation of these non-GAAP financial measures should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items.

 

Total facility results include operating results for all of our facilities and services but exclude general and administrative costs related to our corporate functions. Such costs related to our corporate functions include, amongst others, costs for accounting and finance, information systems, human resources, legal and operational and executive leadership. General and administrative costs directly related to the facilities are included in facility results. Such costs directly related to our facilities include, amongst others, labor at the facility level, insurance, including property, professional, legal and general liability insurance, hospital supplies, including medication, utilities and food service, and general maintenance costs for the facility. We determine which general and administrative costs to exclude and include in total facility results by ensuring those costs directly associated with facility operations are captured at the facility level for reporting. Note that total facility costs include those related to new facilities and the cost of closure and run-out costs related to facilities we have closed. We believe that providing results on a total facility basis is helpful to our investors as a measure of our financial and operating performance because it neutralizes the impact of corporate-level items that do not arise out of our core operations at our facilities.

 

Same facility results include operating results only for facilities and services operated in both the current and prior year. These metrics exclude the operating results associated with facilities under operation for less than one year and facilities acquired during the current or prior year, as well as facilities divested or removed from service. We believe that providing results on a same facility basis is helpful to investors because it neutralizes the impact of new facilities that are in early stages of operation and facilities that we no longer operate, each of which may distort investors’ understanding of the Company’s underlying performance at our existing and continuing facilities. Further, we believe that providing same facility information is helpful to our investors as a measure of the financial and operating performance of our existing and continuing facilities on a comparable basis, and same facility results provide investors with information useful in understanding underlying organic growth in such facilities. For these reasons, we believe that same facility results are particularly useful during periods of significant expansion or contraction.

 

Total facility results reflect adjustments that are intended to provide the specific presentation described above, and same facility results reflect adjustments that may be irregular in timing from period to period related to newly opened or acquired facilities or facilities that we no longer operate, and may omit certain results that investors may view as important. Total facility and same facility results may therefore not be indicative of the overall performance of our business and should be not be considered as alternatives for net income or any other performance measures derived in accordance with GAAP.

 

The Company is not able to provide a reconciliation of projected Adjusted EBITDA and adjusted earnings per diluted share, where provided, to expected results due to the unknown effect, timing and potential significance of transaction-related expenses and the tax effect of such expenses.

 

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ACHC Reports Third Quarter 2025 Results

Page 14

November 5, 2025

 

Acadia Healthcare Company, Inc.

Footnotes (continued)

 

(a) Represents the equity-based compensation expense of Acadia. Equity-based compensation expense is excluded from Adjusted EBITDA because Acadia believes that the cost of equity awards granted to employees does not contribute to the earnings potentially available for distributions to its equity holders or reinvestment into its business.

 

(b) Represents transaction, legal, and other costs incurred by Acadia primarily related to the following categories: (1) government investigations; (2) termination and restructuring costs; (3) legal, accounting, and other acquisition-related costs; and (4) management transition costs. Government investigations include legal fees and settlement costs related to certain litigation. Termination and restructuring costs include costs, net of gains, incurred related to workforce reductions, contract amendments, and the closure and disposition of certain facilities, including related lease terminations. Legal, accounting and other acquisition-related costs include costs incurred for the development of new facilities ($0.5 million and $1.9 million for the three and nine months ended September 30, 2025, respectively, and $1.9 million and $3.9 million for the three and nine months ended September 30, 2024, respectively); legal and settlement costs incurred related to certain litigation not included in government investigations ($0.4 million and $(2.3) million for the three and nine months ended September 30, 2025, respectively, and $0.1 million and $4.5 million for the three and nine months ended September 30, 2024, respectively); and direct costs associated with acquisitions ($0.1 million for each of the three and nine months ended September 30, 2025, and $1.0 million and $1.4 million for the three and nine months ended September 30, 2024, respectively). Management transition costs include certain costs associated with the transition of the leadership team, including the design and implementation of the revised organizational structure. Management transition costs incurred with the transition of our Chief Executive Officer beginning in the first quarter of 2022 concluded in the fourth quarter of 2024. The table below quantifies each of the components of transaction, legal and other costs for the periods presented. Such transaction, legal and other costs are excluded from Adjusted EBITDA because Acadia believes that the nature, size, and number of these costs can vary dramatically from period to period and between Acadia and its peers and can also obscure underlying business trends and make comparisons of long-term performance difficult.

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2025

   

2024

   

2025

   

2024

 
   

(in thousands)

 

Government investigations

  $ 38,737     $ 3,102     $ 123,274     $ 5,635  

Termination and restructuring costs

    3,206       718       15,446       (1,263 )

Legal, accounting and other acquisition-related costs

    976       2,939       (304 )     9,730  

Management transition costs

          1,490             3,085  

Transaction, legal, and other costs

  $ 42,919     $ 8,249     $ 138,416     $ 17,187  

 

(c) Represents debt extinguishment costs recorded during the first quarter of 2025 in connection with the refinancing of the prior credit facility. Debt extinguishment is excluded from Adjusted EBITDA because Acadia believes that this expense is unrelated to Acadia’s day-to-day business operations and not indicative of Acadia’s ongoing operating results.

 

(d) Represents legal settlements expense related to costs associated with the Desert Hills litigation. Legal settlements expense is excluded from Adjusted EBITDA because Acadia believes that this expense is unrelated to Acadia’s day-to-day business operations and not indicative of Acadia’s ongoing operating results.

 

(e) Represents non-cash impairment charges related to the closure of certain facilities. Non-cash impairment charges related to the closure of certain facilities are excluded from Adjusted EBITDA because Acadia believes that these charges are unrelated to Acadia’s day-to-day business operations and not indicative of Acadia’s ongoing operating results.

 

(f) Represents gain on facility property sale. Gains from facility property sales are excluded from Adjusted EBITDA because Acadia believes that these gains are unrelated to Acadia’s day-to-day business operations and not indicative of Acadia’s ongoing operating results.

 

(g) Represents general and administrative costs related to our corporate functions, including, amongst others, costs for accounting and finance, information systems, human resources, legal and operational and executive leadership. We determine which general and administrative costs to exclude and include in total facility results by ensuring those costs directly associated with facility operations are captured at the facility level for reporting. Corporate general and administrative costs are excluded to present Total Facility Adjusted EBITDA because we believe that providing results on a total facility basis is helpful to our investors as a measure of the financial and operating performance of our core operations at our facilities.

 

(h) Represents the portion of EBITDA for the periods presented attributable to de novos and acquired facilities in operation for less than one year and facilities closed during such period. De novos are newly developed facilities built by Acadia or with a joint venture partner. Such amounts are excluded from Adjusted EBITDA to present Same Facility Adjusted EBITDA because we believe providing same facility information is helpful to our investors as a measure of the financial and operating performance of our existing and continuing facilities on a comparable basis, and same facility results provide investors with information useful in understanding underlying organic growth in such facilities.

 

(i) Represents the income tax effect of adjustments to income based on tax rates of 19.8% and 26.3% for the three months ended September 30, 2025 and 2024, respectively, and 22.8% and 24.5% for the nine months ended September 30, 2025 and 2024, respectively. We believe excluding the income tax effect of adjustments to income assists investors in understanding the tax provision associated with those adjustments and the effect on net income.

 

Investor Contact:

Patrick Feeley

Senior Vice President, Investor Relations

(615) 861-6000

 

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