On September 5, 2019, American Renal Associates Holdings, Inc. (the “Company”) issued a press release announcing the Company’s filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the “2018 Form 10-K”). The 2018 Form 10-K includes audited amended and restated financial statements and other financial information for the fiscal years ended December 31, 2017 and 2016, unaudited restated financial information for the fiscal quarters and year-to-date periods ended March 31, June 30 and September 30, 2018; March 31, June 30 and September 30, 2017; and March 31, June 30 and September 30, 2016, and selected financial data for the years ended December 31, 2015 and 2014 derived from unaudited amended and restated financial statements (the “Restatement”). The Company also announced the filing of its Quarterly Reports on Form 10-Q for the first and second fiscal quarters ended March 31, 2019 and June 30, 2019, respectively. A copy of the press release is furnished with this report as Exhibit 99.1 and is incorporated by reference into this item.

As provided in General Instruction B.2 of Form 8-K, the information in this Item 2.02 and related exhibit contained in this report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, as amended, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Each of Joseph A. Carlucci, the Company’s Chief Executive Officer, and Syed T. Kamal, the Company’s President, is eligible under his employment agreement to receive an annual cash incentive award of up to a percentage of his salary, based on the Company’s achievement of specified annual Adjusted EBITDA bonus targets. In light of the Restatement and the Company’s revised determinations of Adjusted EBITDA for the relevant years, the Board of Directors (the “Board”) of the Company determined, and Messrs. Carlucci and Kamal concurred, that the repayment of excess annual cash incentive awards previously paid to them during the restated periods to their respective employment agreements is appropriate. Accordingly, to repayment agreements entered into on August 28, 2019 (“Repayment Agreements”), Messrs. Carlucci and Kamal voluntarily agreed to pay to the Company $880,223 and $759,164, respectively, in cash, representing (i) the full amounts paid with respect to service in each of fiscal years 2017 and 2018, plus (ii) a portion of the amounts paid with respect to service in fiscal year 2014, offset by (iii) the aggregate bonus amounts that would have been paid for service in each of fiscal years 2015 and 2016, based on the consolidated financial statements for those periods giving effect to the Restatement. As of the date of this report, Messrs. Carlucci and Kamal have repaid these amounts in full.

In addition, in light of the Restatement, the Board considered it appropriate, and Messrs. Carlucci and Kamal concurred, that Messrs. Carlucci and Kamal would voluntarily forego any contractual entitlement to non-equity based incentive compensation and equity awards with respect to 2019. Accordingly, on August 28, 2019, Messrs. Carlucci and Kamal entered into amendments to their respective employment agreements (“Amendments”), to which they voluntarily agreed to forego any such contractual entitlement and that any non-equity based incentive compensation or equity awards for 2019 will be at the discretion of the Board.

Copies of the Repayment Agreements and Amendments have been filed as exhibits to the Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed with the SEC on September 5, 2019.

(d) Exhibits.