Nutex Health - 10-Q quarterly report FY

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-41346

NUTEX HEALTH INC.

(Exact name of registrant as specified in its charter)



Delaware			11-3363609
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

1776 Yorktown St, Suite 700,
Houston, Texas			77056
(Address of principal executive offices)			(Zip code)

(713) 660-0557

(Registrant’s telephone number, including area code)

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, $0.001 par value

NUTX

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 28, 2026, the registrant had 6,881,339 shares of common stock, $0.001 par value, outstanding. Includes the additional shares issuable to satisfy existing earn out obligations.

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NUTEX HEALTH INC.

FORM 10-Q

TABLE OF CONTENTS



Introductory Note
Cautionary Note Regarding Forward-Looking Statements

Part I — Financial Information
Item 1.	Financial Statements	4
	Condensed Consolidated Balance Sheets (unaudited)	4
	Condensed Consolidated Statements of Operations (unaudited)	5
	Condensed Consolidated Statements of Changes in Stockholders' Equity (unaudited)	6
	Condensed Consolidated Statements of Cash Flows (unaudited )	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	36

Part II — Other Information
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3.	Defaults upon Senior Securities	39
Item 4.	Mine Safety Disclosures	39
Item 5.	Other Information	40
Item 6.	Exhibits	40

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INTRODUCTORY NOTE

Unless the context dictates otherwise, references in this Quarterly Report on Form 10-Q to the “Company,” “we,” “us,” “our,” “Nutex” and similar words are references to Nutex Health Inc., a Delaware corporation, and its consolidated subsidiaries and affiliated entities, as appropriate, including its consolidated variable interest entities (“VIEs”).

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with these safe harbor provisions.

This document contains certain forward-looking statements with respect to our financial condition, results of operations and business, plans, objectives and strategies. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as “estimate,” “project,” “predict,” “will,” “would,” “should,” “could,” “may,” “might,” “anticipate,” “plan,” “intend,” “believe,” “expect,” “aim,” “goal,” “target,” “objective,” “commit,” “advance,” “likely” or similar expressions that convey the prospective nature of events or outcomes.

These forward-looking statements reflect our current views with respect to future events and are based on numerous assumptions and assessments made by us in light of our experience and perception of historical trends, current conditions, business strategies, operating environments, future developments and other factors we believe appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this document could cause our plans, actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot assure you that such expectations will prove to have been correct and persons reading this document are therefore cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report. We do not assume any obligation to update the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law.

When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under, but not limited to, the heading “Item 1A. Risk Factors” included in this Quarterly Report, and in the Annual Report of Nutex Health Inc. on Form 10-K for the year ended December 31, 2025 and other filings of the Company with the United States Securities and Exchange Commission.

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

NUTEX HEALTH INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


(In thousands, except share and per share amounts)	March 31, 2026		December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	207,347	$	185,574
Restricted cash	3,292		297

Accounts receivable	339,560		319,440
Accounts receivable - related parties	6,339		5,978
Inventories	4,679		2,866

Prepaid expenses and other current assets	18,432		24,656
Total current assets	579,649		538,811
Property and equipment, net (accumulated depreciation of 33,598 and 31,696 as of March 31, 2026 and December 31, 2025, respectively)	94,927		94,581
Operating lease right-of-use assets	26,554		26,955
Financing lease right-of-use assets	220,696		222,367
Intangible assets, net	20,905		21,230
Goodwill, net	13,919		13,919

Other assets	668		662
Total assets	$	957,318	$	918,525

Liabilities and Equity
Current liabilities:
Accounts payable	$	46,452	$	45,863
Accounts payable - related parties	3,920		3,104
Lines of credit	146		740
Current portion of long-term debt	16,728		13,336
Operating lease liabilities, current portion	2,176		2,152
Financing lease liabilities, current portion	7,364		7,077
Accrued arbitration expenses	56,833		49,743
Accrued income tax expense	15,594		867
Accrued stock-based compensation	2,723		8,256
Accrued expenses and other current liabilities	32,500		26,773
Total current liabilities	184,436		157,911
Long-term debt, net	24,261		29,174

Non-current operating lease liabilities, net	29,633		30,037
Non-current financing lease liabilities, net	268,778		268,877
Deferred tax liabilities	8,157		9,089
Total liabilities	515,265		495,088

Commitments and contingencies (Note 10)

Equity:
Common stock, $0.001 par value; 950,000,000 shares authorized; 6,951,622 and 7,086,670 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	7		7
Additional paid-in capital	585,666		615,627
Accumulated deficit	(239,380)		(286,187)
Nutex Health Inc. equity	346,293		329,447
Noncontrolling interests	95,760		93,990
Total equity	442,053		423,437
Total liabilities and equity	$	957,318	$	918,525

See accompanying notes to the unaudited condensed consolidated financial statements.

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NUTEX HEALTH INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


	Three months ended March 31,
(In thousands, except per share amounts)	2026		2025
Revenue:
Hospital division	$	207,570	$	203,947
Population health management division	8,915		7,842
Total revenue	216,485		211,789

Operating costs and expenses:
Payroll	41,439		34,860
Contract services	60,532		38,655
Medical supplies	4,009		3,801
Depreciation and amortization	5,492		5,092
Other	13,283		11,043
Total operating costs and expenses	124,755		93,451

Gross profit	91,730		118,338

Corporate and other costs:


Stock-based compensation	(3,915)		27,642


General and administrative expenses	14,380		10,035
Total corporate and other costs	10,465		37,677

Operating income	81,265		80,661

Interest expense, net	4,682		6,120

Other expense	23		3,325
Income before taxes	76,560		71,216

Income tax expense	13,797		20,410

Net income	62,763		50,806

Less: net income attributable to noncontrolling interests	15,956		29,589

Net income attributable to Nutex Health Inc.	$	46,807	$	21,217

Earnings per common share:
Basic	$	6.70	$	3.74
Diluted	$	6.52	$	3.33

See accompanying notes to the unaudited condensed consolidated financial statements.

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NUTEX HEALTH INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)


	Common Stock			Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Noncontrolling Interests		Total Equity
(In thousands, except share data)	Shares	Amount

Balance at December 31, 2024	5,511,452	$	6	$	489,409	$	(356,976)	$	56,094	$	188,533
Common stock issued for Employee Stock Purchase Plan	1,161	—		40		—		—		40
Stock-based compensation	422,091	—		23,252		—		—		23,252
Vesting of Restricted Stock Units	15,835	—		—		—		—		—
Distributions	—	—		—		—		(7,364)		(7,364)
Net income	—	—		—		21,217		29,589		50,806
Balance at March 31, 2025	5,950,539	$	6	$	512,701	$	(335,759)	$	78,319	$	255,267


Balance at December 31, 2025	7,086,670	$	7	$	615,627	$	(286,187)	$	93,990	$	423,437

Common stock issued for Employee Stock Purchase Plan	547	—		97		—		—		97



Vesting of Restricted Stock Units	52,096	—		—		—		—		—
Stock-based compensation	12,753	—		1,604		—		—		1,604
Stock repurchases and retirements	(200,444)	—		(31,730)		—		—		(31,730)
Contributions	—	—		68		—		1,171		1,239
Distributions	—	—		—		—		(15,357)		(15,357)
Net income	—	—		—		46,807		15,956		62,763
Balance at March 31, 2026	6,951,622	$	7	$	585,666	$	(239,380)	$	95,760	$	442,053

See accompanying notes to the unaudited condensed consolidated financial statements.

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NUTEX HEALTH INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


	Three Months Ended March 31,
(In thousands)	2026		2025
Cash flows from operating activities:
Net income	$	62,763	$	50,806
Adjustment to reconcile net income to net cash from operating activities:
Depreciation and amortization	5,492		5,092




Stock-based compensation expense	(3,915)		27,642
Changes to deferred taxes	(932)		(2,500)
Debt accretion expense	33		253


Changes in operating assets and liabilities:
(Increase)/Decrease in Accounts receivable	(20,120)		(62,633)
(Increase)/Decrease in Accounts receivable - related party	(361)		(656)
(Increase)/Decrease in Inventories	(1,813)		(268)

(Increase)/Decrease in Prepaid expenses and other current assets	6,218		(1,378)
(Increase)/Decrease in Operating right-of-use assets	401		406
Increase/(Decrease) in Accounts payable	289		10,222
Increase/(Decrease) in Accounts payable - related party	816		1,334
Increase/(Decrease) in Operating lease liabilities	(380)		(245)
Increase/(Decrease) in Accrued arbitration expenses	7,090		4,061
Increase/(Decrease) in Accrued income tax expense	14,727		19,598
Increase/(Decrease) in Accrued expenses and other current liabilities	5,210		(769)
Net cash provided by operating activities	75,518		50,965

Cash flows from investing activities:
Acquisitions of property and equipment	(1,201)		(64)






Net cash used in investing activities	(1,201)		(64)

Cash flows from financing activities:
Proceeds from lines of credit	—		3,864
Proceeds from notes payable	—		157

Repayments of lines of credit	(594)		(292)
Repayments of notes payable	(1,554)		(1,810)
Repayments of finance leases	(1,553)		(1,367)


Cash related to stock repurchases and retirements	(31,730)		—
Members' contributions	1,239		—
Members' distributions	(15,357)		(7,364)
Net cash used in financing activities	(49,549)		(6,812)
Net change in cash, cash equivalents, and restricted cash	24,768		44,089

Cash and cash equivalents - beginning of the period	185,574		40,640
Restricted cash - beginning of period	297		—
Cash and cash equivalents and restricted cash - beginning of period	185,871		40,640

Cash and cash equivalents - end of period	207,347		84,729
Restricted cash - end of period	3,292		—
Cash and cash equivalents and restricted cash - end of period	$	210,639	$	84,729

See accompanying notes to the unaudited condensed consolidated financial statements.

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NUTEX HEALTH INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1 – Organization and Operations

Nutex Health Inc. (“Nutex Health” or the “Company”), is a physician-led, healthcare services and operations company with 27 hospital facilities in 12 states (hospital division), and a primary care-centric, risk-bearing population health management division. The Company's hospital division implements and operates different innovative health care models, including micro-hospitals, specialty hospitals and hospital outpatient departments. The population health management division owns and operates provider networks such as independent physician associations (“IPAs”).

The Company employs approximately 1,005 full-time employees, contracts over 280 doctors at our facilities and partners with over 3,600 physicians within our networks as of March 31, 2026. The Company's corporate headquarters is based in Houston, Texas and we were incorporated on April 13, 2000 in the state of Delaware.

Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc. On April 1, 2022, Nutex Health Holdco LLC merged with Clinigence Holdings, Inc. (“Clinigence”), a publicly traded Delaware corporation, which was renamed Nutex Health Inc. after the merger (the “Merger”). Immediately prior to the Merger, holders of 84% of the aggregate equity interests in subsidiaries and affiliates of Nutex Health Holdco LLC contributed these ownership interests to Nutex Health Holdco LLC in exchange for Nutex Health Holdco LLC equity interests (“Contribution Agreements”). Immediately thereafter, in the Merger, each unit representing an equity interest in Nutex Health Holdco LLC was converted into the right to receive shares of common stock of Clinigence (n/k/a Nutex Health Inc.). Refer to Note 11 – Stock-based Compensation for discussion of additional issuances of stock for Under Construction Hospitals, an obligation within the Contribution Agreements. The Merger was accounted for as a reverse business combination under U.S. GAAP, and Nutex Health Holdco LLC was treated as the accounting acquirer in the Merger. After completing the merger, Clinigence was renamed Nutex Health Inc.

Note 2 - Summary of Significant Accounting Policies

Basis of presentation. These unaudited condensed financial statements present the Company’s consolidated financial condition and results of operations including those of majority-owned subsidiaries and variable interest entities (“VIEs”) for which the Company is the primary beneficiary.

The hospital division includes the Company’s hospital entities. In addition, the Company has financial and operating relationships with multiple professional entities (the “Physician LLCs”) and real estate entities, which are a part of the real estate division.

The Physician LLCs employ the physicians who provide services at the Company’s hospitals. These Physician LLCs are consolidated by the Company as VIEs because they do not have sufficient equity at risk to finance their activities independently. The Company is considered the primary beneficiary of these entities because (i) it has the power to direct the activities that most significantly affect their economic performance through its contractual and operational oversight, and (ii) it has the obligation to absorb losses and the right to receive benefits that could be significant, as evidenced by the Company’s historical practice of providing financial support during periods of cash shortfall and receiving the benefit of services. While the Company does not hold any direct equity ownership in the Physician LLCs, it is deemed to have an indirect economic interest through its contractual relationships with intermediary entities such as ER LLCs, which provide operational and functional support to the VIEs. As a result, 100% of the equity in these VIEs is reflected as noncontrolling interest in the Company’s unaudited condensed consolidated balance sheets and statements of operations. Certain of the Physician LLCs are owned in part and, in some cases, controlled by related parties, including members of the Company’s executive management team.

The real estate division comprises of real estate entities and the activities related to the development and construction of hospital facilities. The real estate entities own the land and buildings used by the Company’s hospital entities and lease these facilities to hospital entities. The real estate entities also include the Company's headquarters. These entities have mortgage loans payable to third parties which are collateralized by the land and buildings. The Company consolidates two real estate entities as VIEs (the "Real Estate VIEs") as the Company’s hospital entities are guarantors or co-borrowers under the related mortgage loans. The Company is considered the primary beneficiary because it has the power to direct the entities’ most significant activities and has the obligation to absorb losses and the right to receive benefits that could be significant to the Real Estate VIEs. As a result, 100% of the equity in the Real Estate VIEs is reflected as noncontrolling interest in the Company’s unaudited condensed consolidated balance sheets and statements of operations. The Real Estate VIEs in some cases are controlled by related parties, including members of the Company’s executive management team.

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The population health management division includes our management services organization. Additionally, Atlas Healthcare Physicians ("Atlas", formerly known as "Associated Hispanic Physicians of So. California"), an independent physician association (“IPA”) entity not owned by the Company, is consolidated as a VIE of the Company’s wholly-owned subsidiary AHP Health Management Services (“AHP”). AHP is deemed the primary beneficiary of Atlas because it has the power to direct the significant activities of Atlas through a comprehensive management services agreement and has the right to receive substantially all of the economic benefits from its operations.

All significant intercompany balances and transactions have been eliminated in consolidation.

Interim financial statements. These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). The unaudited condensed consolidated financial statements include all material adjustments of a normal recurring nature that, in the opinion of management, are necessary for a fair presentation of the results of operations for the interim periods presented. These interim financial statements should be read together with the consolidated financial statements and notes thereto included in our audited financial statements for the year ended December 31, 2025.

Use of estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include (i) estimates of net revenue and accounts receivable, (ii) fair value of acquired assets and liabilities in business combinations, (iii) impairment of long-lived assets and goodwill, (iv) estimate of valuation allowance against deferred taxes and (v) fair value of non-employee stock-based compensation. Actual results could differ from those estimates.

Cash and cash equivalents and restricted cash. The Company considers all highly liquid investments with an original maturity of three months or less to be cash and cash equivalents. The Company has cash amounts, that were at times material, held in covered banking institutions in excess of the insured amounts, but does not deem the risk of loss to be likely. Restricted cash consist of cash and cash-equivalent balances that are subject to contractual restrictions, are not available for general corporate purposes, and are expected to be utilized within one year. As of March 31, 2026 and December 31, 2025, restricted cash primarily included cash required to be maintained in a segregated account in connection with a loan agreement and cash restricted for the broker administering the Company's share repurchase program. Restricted cash had a balance of $3.3 million and $0.3 million as of March 31, 2026 and December 31, 2025, respectively.

The following table provides a reconciliation of cash and cash equivalents and restricted cash reflected on the unaudited condensed consolidated balance sheets to the total amounts shown within the unaudited condensed consolidated statements of cash flows for each period (in thousands):


	March 31, 2026		December 31, 2025
Cash and cash equivalents	$	207,347	$	185,574
Restricted cash	3,292		297
Cash, cash equivalents and restricted cash	$	210,639	$	185,871

Segment reporting. A public company is required to report descriptive information about its reportable operating segments. Operating segments, as defined, are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Aggregation of similar operating segments into a single reportable operating segment is permitted if the businesses have similar economic characteristics and meet established criteria. The Company operates three reportable segments – the hospital division, the population health management division and the real estate division. The real estate division is comprised of real estate entities along with activity related to the development and construction of hospital facilities. Refer to Note 16 – Segment Information for information on the Company’s segments.

Reclassifications. During the three months ended March 31, 2026, the Company identified an immaterial revision in the purchase price allocation for a real estate asset acquisition completed on December 15, 2025. The original allocation overstated the amount assigned to building and understated the amounts assigned to land. The Company has revised the comparative prior‑period financial statements, specifically Note 5 – Property and Equipment, net, presented herein. The revisions resulted in

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reclassifications within property and equipment in the consolidated balance sheet as of December 31, 2025. The impact of this revision was not material to any previously issued financial statements.

Recent accounting pronouncements – issued, not yet adopted

In November 2024, the FASB issued Accounting Standards Update ("ASU") 2024-03 – Income Statement – Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027. The Company is currently evaluating the impact of this update.

In May 2025, the FASB issued ASU 2025-03 - Business Combinations (Topic 805) and Consolidation (Topic 810) - Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity, which revises the current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a VIE that meets the definition of a business. The amendments require that an entity consider the same factors that are currently required for determining which entity is the accounting acquirer in other acquisition transactions. ASU 2025-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual periods. The Company is currently evaluating the impact of this update.

In November 2025, the FASB issued ASU 2025-08 – Financial Instruments - Credit Losses (Topic 326) - Purchased Loans, which expand the population of acquired financial assets subject to the gross-up approach in Topic 326. The amendments require loans (excluding credit cards)acquired without credit deterioration and deemed "seasoned” are purchased seasoned loans and accounted for using the gross-up approach at acquisition. ASU 2025-08 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual periods. The Company is currently evaluating the impact of this update.

Note 3 – Revenue

The Company disaggregates revenue from contracts with customers into types of services or products, consistent with the Company's reportable segments, as follows (in thousands):


	Three Months Ended March 31,
	2026		2025

Hospital division revenue	$	207,570	$	203,947
Population health management division revenue	8,915		7,842
Total revenue	$	216,485	$	211,789

Hospital division revenue. We receive payment for facility services rendered by us from federal agencies, private insurance carriers, and patients. The Physician LLCs receive payment for doctor services from these same sources. On average, greater than 99% of our net patient service revenue is paid by insurers and other non-patient third parties. The remaining revenue is paid by our patients in the form of copays, deductibles and self-payment. We generally operate as an out-of-network provider and, as such, do not have negotiated reimbursement rates with insurance companies.

The following tables present the allocation of the estimated transaction price with the patient among the primary patient classification of insurance coverage:


	Three Months Ended March 31,
	2026		2025

Insurance	97	%	96	%
Self pay	1	%	2	%
Workers compensation	1	%	1	%
Medicare/Medicaid	1	%	1	%
Total	100	%	100	%

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The No Surprises Act (“NSA”) is a federal law that took effect January 1, 2022, to protect consumers from most instances of “surprise” balance billing. With respect to the Company, the NSA limits the amount an insured patient will pay for emergency services furnished by an out-of-network provider. The NSA addresses the payment of these out-of-network providers by group health plans or health insurance issuers (collectively, “insurers”). In particular, the NSA requires insurers to reimburse out-of-network providers at a statutorily calculated “out-of-network rate.” In states without an all-payor model agreement or specified state law, the out-of-network rate is either the amount agreed to by the insurer and the out-of-network provider or an amount determined through an independent dispute resolution (“IDR”) process.

Under the NSA, insurers must issue an initial payment or notice of denial of payment to a provider within thirty days after the provider submits a bill for an out-of-network service. If the provider disagrees with the insurer’s determination, the provider may initiate a thirty-business day period of open negotiation with the insurer over the claim. If the parties cannot resolve the dispute through negotiation, the parties may then proceed to the IDR process.

Effective May 1, 2024, we engaged with a third-party IDR vendor, HaloMD, to further support all our out of network claims and determine which claims would be beneficial to arbitrate (see Management's Arbitration process discussion under Part I. Item 2). The IDR process can take up to three to five months to receive payments. To facilitate the dispute arbitration process, the Company incurred fees payable to the Centers for Medicare and Medicaid Services (“CMS”), the organizations that arbitrate the payment amount between the plan and providers known as independent dispute resolution entities (“IDRE”), and commission and fees to the third-party IDR vendor. IDRE fee payments represent refundable payments if arbitrations are successful. Therefore, these payments are reported as prepaid and other current assets in the unaudited condensed consolidated balance sheets. The unsuccessful portion of the IDRE fee payments is written off to contract services expense in the unaudited condensed consolidated statements of operations. Prepaid expenses related to IDRE fees was $13.6 million and $20.9 million as of March 31, 2026 and December 31, 2025, respectively. Accounts payable to the third-party IDR vendor was $38.1 million and $37.7 million as of March 31, 2026 and December 31, 2025, respectively. Total accrued arbitration expenses were $56.8 million and $49.7 million as of March 31, 2026 and December 31, 2025, respectively.

Note 4 - Acquisitions

There were no business combinations, asset acquisitions or asset divestitures during the three months ended March 31, 2026, and there were no material changes to the terms or accounting for any of these completed in prior years. For a description of the Company's business combinations, asset acquisitions or asset divestitures, including the nature of the acquired interests and the related accounting policies, refer to the notes to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

Note 5 - Property and Equipment, net

The principal categories of property and equipment, net are summarized as follows (in thousands):


	Useful Life (years)	March 31,		December 31,
		2026		2025
Buildings and improvements	39	$	29,757	$	29,757
Land	—	12,623		12,623
Leasehold improvements	10-39	31,428		30,333
Construction in progress	—	1,258		2,149
Medical equipment	10	37,477		35,564
Office furniture and equipment	7	4,946		5,322
Computer hardware and software	5	8,768		8,314
Vehicles	5	101		94
Signage	10	2,167		2,121
Total cost		128,525		126,277
Less: accumulated depreciation		(33,598)		(31,696)
Total property and equipment, net		$	94,927	$	94,581

We consolidate two Real Estate VIEs. Refer to Note 18 – Variable Interest Entities.

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Depreciation and amortization of property and equipment for the three months ended March 31, 2026 and 2025 totaled $1.9 million and $1.7 million, respectively.

Note 6 – Intangible Assets and Goodwill

Intangible Assets. The following tables provide detail of the Company’s intangible assets (in thousands):


As of March 31, 2026	Weighted Average Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortizing intangible assets:
Member relationships	15	$	18,491	$	(4,789)	$	13,702
Trademarks	7	474		(271)		203
Total amortizing intangible assets		$	18,965	$	(5,060)	$	13,905
Indefinite-lived intangible asset - Certificate of Need		7,000		—		7,000
Total intangible assets		$	25,965	$	(5,060)	$	20,905

As of December 31, 2025
Amortizing intangible assets:
Member relationships	15	$	18,491	$	(4,481)	$	14,010
Trademarks	7	474		(254)		220
Total amortizing intangible assets		$	18,965	(4,735)		$	14,230
Indefinite-lived intangible asset - Certificate of Need		7,000		—		7,000
Total intangible assets		$	25,965	$	(4,735)	$	21,230

Amortization of intangible assets for the three months ended March 31, 2026 and 2025 totaled $0.3 million and $0.3 million, respectively. As of March 31, 2026, expected amortization of intangible assets for each of the five succeeding fiscal years and thereafter is as follows (in thousands):


Year ended December 31,	Amount

2026	$	975
2027	1,300
2028	1,300
2029	1,300
2030	1,300
Thereafter	7,730
Total amortizing intangible assets	$	13,905

There have been no significant changes to goodwill from what was disclosed in Note 6 to the financial statements presented in the 2025 Form 10-K.

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Note 7 – Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):


	March 31,		December 31,
	2026		2025

Accrued wages and benefits	$	16,992	$	14,439
Accrued supplier expenses	6,285		3,663
Accrued medical claims	5,538		5,066
Accrued taxes other than income tax	1,923		1,890
Accrued other	1,762		1,715
Total accrued expenses and other current liabilities	$	32,500	$	26,773

Note 8 – Debt

The Company’s outstanding debt is shown in the following table (dollars in thousands):


	Maturity Dates	Interest Rates	March 31,		December 31,
			2026		2025

Term loans secured by all assets	12/2026 - 12/2030	3.60 - 9.00%	$	18,840	$	19,578
Term loans secured by property and equipment	09/2026 - 01/2030	3.41 - 7.82%	5,318		5,813

Line of credit secured by all assets	09/2026	6.75%	146		740
Term loans of Real Estate VIEs	05/2028 - 03/2037	3.50 - 3.59%	10,242		10,563
Seller note	09/2035	8.00%	5,800		5,800
Deferred payment	09/2035	10.00%	1,000		1,000

Total			41,346		43,494
Less: unamortized issuance costs and discount			211		244
Less: short-term lines of credit			146		740
Less: current portion of long-term debt			16,728		13,336
Total long-term debt			$	24,261	$	29,174

Term loans and lines of credit. We have entered into private debt arrangements with banking institutions for the purchase of equipment and to provide working capital and liquidity through cash and lines of credit. Unless otherwise delineated above, these debt arrangements are obligations of Nutex and/or its wholly-owned subsidiaries. Consolidated real estate entities have entered into private debt arrangements with banking institutions for purposes of purchasing land, constructing new emergency room facilities and building out leasehold improvements which are leased to our hospital entities. Nutex is a guarantor or, in limited cases, a co-borrower on the debt arrangements of the Real Estate VIEs for the periods shown.

Certain outstanding debt arrangements require minimum debt service coverage ratios and other financial covenants. At March 31, 2026, we were in compliance with these debt arrangements; we had remaining availability of $3.4 million under outstanding lines of credit.

There have been no significant changes to the terms of the Company's debt and covenants from those disclosed in Note 8 to the financial statements presented in the 2025 Form 10-K.

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Note 9 – Leases

As Lessee

We have entered into hospital property, office and equipment rental agreements with various lessors including related parties. The following tables disclose information about our leases of property and equipment (in thousands):


	Three Months Ended March 31,
	2026		2025

Operating lease cost	$	1,097	$	1,093

Finance lease cost:
Amortization of right-of-use assets	$	3,412	$	3,293
Interest on lease liabilities	5,273		5,005
Total finance lease cost	$	8,685	$	8,298

As Lessor

We lease space to tenants under operating leases in an office building purchased in December 2025. The leases provide for the payment of fixed base rents payable monthly. For the three months ended March 31, 2026, lease income was $0.3 million and was included in Hospital division revenue in the unaudited condensed consolidated statements of operations.

Note 10 – Commitments and Contingencies

Litigation. The Company, its consolidated subsidiaries or VIEs may be named in various claims and legal actions in the normal course of business. Based upon counsel and management’s opinion, the outcome of such matters is not expected to have a material adverse effect on the unaudited condensed consolidated financial statements. Accordingly, no provision or accrual has been recorded.

Note 11 – Stock-based Compensation

Total stock-based compensation for the three months ended March 31, 2026 and 2025 was a gain of $3.9 million and expense of $27.6 million, respectively. Stock-based compensation expense includes amounts recognized primarily for non-employee arrangements for the obligations for under-construction and ramping hospitals, as well as amounts granted to employees and board members for services rendered. The gain for the three months ended March 31, 2026 is due to the decrease of accrued stock-based compensation related to the obligations for under-construction and ramping hospitals. There have been no significant changes to options from those disclosed in Note 12 to the 2025 Form 10-K.

Obligations for under-construction and ramping hospitals. Under the terms of the Contribution Agreements, former doctor owners of the Ramping and Under Construction Hospitals (as determined on April 1, 2022) are eligible to receive a one-time additional issuance of Company common stock.

•With respect to ramping hospitals that were acquired before the Merger, 24 months after the opening date (the “Determination Date”) of the applicable ramping hospital, such owner is eligible to receive such owner’s pro rata share of a number of shares of Company common stock equal to (i) the trailing twelve months earnings before interest, taxes, depreciation and amortization on the respective Determination Date, multiplied by (ii) 10, (iii) minus the initial equity value received at the closing of the Merger, and (iv) minus such owner’s pro rata share of the aggregate debt of the applicable ramping hospital outstanding as of the closing of the Merger. The number of additional shares to be issued will be determined based on the greater of (a) the price of the Company’s common stock at the time of determination or (b) $420.00, as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to the Company’s common stock.

•With respect to under construction hospitals that were acquired before the Merger, contributing owners of under construction hospitals will be eligible to receive, on the Determination Date, such owner’s pro rata share of a number of shares of Company common stock equal to (a)(i) the trailing twelve months earnings before interest, taxes, depreciation

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and amortization as of the Determination Date multiplied by (ii) 10, minus (iii) the aggregate amount of such owner’s capital contribution to the under construction hospital, minus (iv) such owner’s pro rata share of the aggregate debt of the applicable under construction hospital outstanding as of the closing of the Merger, divided by (b) the greater of (i) the price of the Company common stock at the time of determination or (ii) $420.00, as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to the Company’s common stock.

Ramping Hospitals are hospitals that at the time of the Merger had less than two years of operating results and as such were not considered mature hospitals. Under Construction Hospitals are hospitals that at the time of the Merger had not started accepting patients and as such did not have any operating results to serve as a basis for a valuation. At the time of the Merger, the parties agreed to additional issuances of common stock once these Ramping and Under Construction Hospitals had operated for at least 24 months, with the valuation to be based on trailing twelve months operating results determined at the end of such 24-month period (“Measurement Period”).

Pursuant to the Merger Agreement, and based on a valuation of $420.00 per share of Clinigence common stock, each member interest in Nutex Holdco issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive 3.571428575 shares of Clinigence common stock.

With respect to the Under Construction Hospitals, the aggregate number of shares of Clinigence common stock issued in the Merger to such former doctor owners was equal to the aggregate capital contribution amounts received from the contributing former doctor owners of the Under Construction Hospitals divided by (b) $420.00. In addition, Nutex Health assumed all the debt of such Under Construction Hospitals outstanding at the closing of the Merger.

Under the Contribution Agreements, the Ramping and Under Construction Hospitals are entitled to additional shares of Company Common Stock. The number of additional shares depends on two main factors: the trailing twelve-month operating results of the particular hospital and the trading price of Nutex Health common stock, with both factors determined at the end of the applicable Measurement Period. There is no threshold of certain operating results to be achieved; however, there is a floor price of common stock to be applied to the calculation. The exact amount a former doctor owner of a particular hospital will receive will accordingly depend on (i) the trailing twelve months of operating results of that particular hospital, minus the initial capital contribution and debt assumption, (ii) the current Nutex common stock trading price, and (iii) the ownership percentage in the hospital such former doctor owner held prior to the Contribution Transaction and the Merger.

At the closing of the Merger, four hospitals were identified as Ramping Hospitals and 17 hospitals were identified as Under Construction Hospitals. Related to the four Ramping Hospitals, no additional issuances of common stock were issued due to operating results for three Ramping Hospitals and the closure of one Ramping Hospital in February 2023. Of the 17 Under Construction Hospitals,

•Eight hospitals with Measurement Periods ended on or before March 31, 2026.

•Four hospitals with no Measurement Period as these hospitals' development plans have been abandoned.

•Two hospitals with Measurement Periods that end after March 31, 2026.

•Three hospitals with no defined Measurement Periods as these hospitals have not opened as of March 31, 2026.

In the tables below, we show the number of shares issuable, the number of shares issued to date, and compensation expense recognized with respect to hospital with Measurement Periods that ended prior to the end of March 31, 2026.

Measurement Periods ending on or prior to March 31, 2026 (dollars in thousands):


Number of Hospitals	End of Measurement Period	Number of Shares Issuable	Number of Shares Issued to Date	Inception-to-date Compensation Expense		Year-to-date 2026 Compensation Expense
1	February 28, 2023	—	—	$	—	$	—
2	February 29, 2024	27,035	27,035	458		—
1	February 28, 2025	422,091	422,091	23,173		—
2	June 30, 2025	603,306	603,306	75,042		—
1	August 31, 2025	309,429	309,429	25,927		—
1	March 31, 2026	12,753	12,753	3,744		(2,532)
8		1,374,614	1,374,614	$	128,344	$	(2,532)

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In the table below, we show the estimated number of shares issuable to two hospitals with Measurement Periods that end after March 31, 2026 and are operating, but showing a pro forma calculation as if the respective Measurement Periods had ended on March 31, 2026. Since we cannot predict the future operating results of a particular hospital or the Nutex Health trading price at the end of such particular Measurement Period, the actual number of shares issuable to the former doctor owners of such Hospital cannot be determined.

Measurement Periods ending after March 31, 2026 (dollars in thousands):


Number of Hospitals	End of Measurement Period	Estimated Number of Shares Issuable	Estimated Compensation Expense		Inception-to-date Compensation Expense		Year-to-date 2026 Compensation Expense
1	November 30, 2026	—	—		—		$	(2,181)
1	December 31, 2026	47,100	3,216		2,705		160
2		47,100	$	3,216	$	2,705	$	(2,021)

The Company measures these obligations as liability-classified stock-based compensation at fair value (level 3) on each reporting date until settlement, with changes in fair value recognized in the consolidated statement of operations. The fair value of these awards is determined using Monte Carlo simulation, which incorporates inputs such as expected term, volatility, risk-free interest rate, dividend yield and the probability of achieving performance conditions. At March 31, 2026, the aggregate liability recorded for these obligations was $2.7 million as compared to $8.3 million at December 31, 2025. The change in fair value recognized in the consolidated statements of operations for three months ended March 31, 2026 and 2025 was $(3.9) million and $27.6 million, respectively.

Restricted Stock Units. The following is an inception-to-date summary of the restricted stock units (RSUs) granted to certain employees and board members participating in the Company's long-term incentive program (shares and dollars in thousands):


Grant Date	RSUs Granted	Grant Date Fair Value		RSUs Vested	RSUs Forfeited	RSUs Unvested	Future Vesting Dates
June 16, 2024	118	$	640.11	72	13	33	March 2027
March 10, 2025	61	2,484.02		18	7	36	March 2027 and 2028
July 14, 2025	3	280.00		—	—	3	July 2026
March 2, 2026	34	3,982.29		—	—	34	March 2027, 2028, 2029
Total	216	$	7,386.41	90	20	106

The following table summarizes activity in restricted stock units:


	Shares (in thousands)	Weighted Average Grant-Date Fair Value Per Share
Non-vested awards, December 31, 2024	117	$	37.23
Granted	61	41.15
Forfeitures	(5)	5.40
Vested	(16)	105.80
Non-vested awards, March 31, 2025	157	$	34.96

Non-vested awards, December 31, 2025	127	$	43.69
Granted	34	117.60
Forfeitures	(3)	34.16
Vested	(52)	33.90
Non-vested awards, March 31, 2026	106	$	95.21

As of March 31, 2026 and 2025, we estimate $5.5 million and $2.9 million, respectively, of unrecognized compensation cost related to restricted stock units issued to our employees to be recognized over the weighted-average vesting period of 1.8 years and 1.9 years, respectively.

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Employee Stock Purchase Plan. In May 2023, the Board adopted the 2023 Employee Stock Purchase Plan (“2023 ESPP”), which was subsequently approved by the Company’s stockholders and became effective in June 2023. The 2023 ESPP authorizes the initial issuance of up to 33,333 shares of the Company’s common stock to eligible employees, who are entitled to purchase shares of common stock equal to 85% of the closing price on the purchase date with accumulated payroll deductions. During the three months ended March 31, 2026 and 2025, the Company issued 547 shares and 1,161 shares, respectively.

Note 12 – Equity

Share Repurchases and Retirements.

Activity related to the repurchase and retirement of shares is as follows:


Repurchase and retirement description						Three Months Ended March 31, 2026
Shares repurchased under the August 2025 Repurchase Program						118,867
Shares repurchased under the March 2026 Repurchase Program						21,061
Shares retired under the Settlement Agreements with former doctor owners of under construction hospitals						60,516
Total shares repurchased and retired						200,444

August 2025 Repurchase Program. On August 14, 2025, the Board authorized a stock repurchase program (the "August 2025 Repurchase Program") of up to $25.0 million of the Company’s common stock over the subsequent six months. During the period ended March 31, 2026, the Company repurchased 118,867 shares of common stock under the Repurchase Program in open market transactions at a weighted-average price of $168.65 for an aggregate price of $20.0 million, inclusive of transaction costs. The purchases completed the August 2025 Repurchase Program.

March 2026 Repurchase Program. On March 4, 2026, the Board authorized a second stock repurchase program (the "March 2026 Repurchase Program") of up to $25.0 million of the Company's common stock over the subsequent six months. Pursuant to the Repurchase Program, the Company may repurchase, from time to time, up to an aggregate of $25.0 million of its outstanding shares of common stock, exclusive of any fees, commissions or other expenses related to such repurchases. The March 2026 Repurchase Program permits the Company to repurchase shares of common stock at any time or from time to time at management’s discretion in open market transactions made in accordance with the provisions of Rule 10b-18 and/or Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, privately negotiated transactions or by other means in accordance with applicable securities laws. The Repurchase Program authorization does not obligate the Company to acquire any shares of its common stock and may be amended, suspended or discontinued at any time.

During the three months ended March 31, 2026, the Company repurchased 21,061 shares of common stock under the Repurchase Program in open market transactions at a weighted-average price of $92.96 for an aggregate price of $2.0 million, inclusive of transaction costs. At March 31, 2026, we had approximately $23.0 million available under the March 2026 Repurchase Program.

Settlement Agreements with certain Former Doctor Owners of Under Construction Hospitals. During the three months ended March 31, 2026, the Company entered into agreements with certain former doctor owners to settle existing disputes and, in connection with the settlements, retire a portion of the shares issuable to satisfy obligations for under-construction and ramping hospitals. See Note 11 – Stock-based Compensation for discussion of additional issuances of stock for Under Construction Hospitals, an obligation within the Contribution Agreements. During the three months ended March 31, 2026, the Company retired 60,516 shares of common stock at an aggregate value of $9.7 million.

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Common Stock Warrants. Warrant activity is as follows:


	Warrants Outstanding	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)
Warrants outstanding at December 31, 2024	207,338	$	113.78	3.68
Warrants issued	—	—
Warrants exercised	—	—
Warrants expired	(3,701)	1,000.50
Warrants outstanding at March 31, 2025	203,637	$	97.68	3.76

Warrants outstanding at December 31, 2025	144,620	$	110.54	2.90
Warrants issued	—	—
Warrants exercised	—	—
Warrants expired	(1,922)	600.00
Warrants outstanding at March 31, 2026	142,698	$	103.94	2.70

Warrants outstanding as of March 31, 2026 consisted of:


Expiration Date	Number Outstanding	Number Exercisable	Exercise Price
July 31, 2026	16,888	16,888	232.50
May 31, 2027	30,674	30,674	262.50
September 30, 2029	16,501	16,501	30.00
October 31, 2029	57,250	57,250	30.00
November 30, 2029	5,167	5,167	30.00
December 31, 2029	16,218	16,218	30.00
Total	142,698	142,698

Note 13 – Income Taxes

Income tax provisions for interim quarterly periods are generally based on an estimated annual effective income tax rate calculated separately from the effect of significant, infrequent or unusual items related specifically to interim periods. The income tax impact of discrete items is recognized in the period these occur.

Our effective tax rate was 18.0% and 28.7% for the three months ended March 31, 2026 and 2025, respectively. The primary difference from the federal statutory rate of 21% is related to state taxes, income of noncontrolling interests in flow-through entities and permanent differences for non-deductible expenses.

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Note 14 – Earnings (Loss) per Share

The following is the computation of earnings per basic and diluted share (dollars in thousands):


	Three Months Ended March 31,
	2026		2025
Basic and diluted earnings per share:
Numerator:
Net income attributable to common stockholders	$	46,807	$	21,217
Denominator:
Weighted average shares used to compute basic EPS	6,989,828		5,667,076
Basic earnings per share:	$	6.70	$	3.74

Diluted earnings per share:
Numerator:
Dilutive net income attributable to common stockholders	$	46,807	21,472
Denominator:
Weighted average shares used to compute basic EPS	6,989,828		5,667,076
Dilutive effect of convertible note	—		179,500

Dilutive effect of common stock warrants	71,864		55,303
Dilutive effect of unvested restricted stock	92,713		101,534
Dilutive effect of contingently issuable shares	24,753		448,001
Weighted average shares used to compute diluted EPS	7,179,158		6,451,414
Diluted earnings per share:	$	6.52	$	3.33

Note 15 - Supplemental Cash Flows Information

The below supplemental cash flows information is presented in thousands:


	Three Months Ended March 31,
(In thousands)	2026		2025
Cash paid for interest on long-term debt	$	535	$	608
Cash paid for interest on finance leases	5,273		5,005
Cash paid for operating leases	1,076		932
Cash paid for income taxes	—		3,300
Non-cash investing and financing activities:
Financed capital expenditures	—		92
Acquisition of financing leases	1,741		597







Common stock issued for Employee Stock Purchase Plan	97		40

Note 16 – Segment Information

We report the results of our operations as three segments in our unaudited condensed consolidated financial statements: (i) the hospital division, (ii) the population health management division and (iii) the real estate division. Reportable segment information, including intercompany transactions, is presented below (in thousands):

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	March 31,		December 31,
	2026		2025
Assets:
Hospital division	$	887,392	$	851,344
Population health management division	30,784		29,505
Real estate division	39,142		37,676
Total Assets	$	957,318	$	918,525


	Three Months Ended March 31,
	2026		2025
Revenue from external customers:
Hospital division	$	207,570	$	203,947
Population health management division	8,915		7,842
Total revenue	$	216,485	$	211,789

Revenue from inter-segment activities:
Real estate division	1,177		619

Segment expenses:
Hospital division
Payroll	$	40,829	$	34,579
Contract services	52,904		31,760
Medical supplies	4,009		3,801
Other hospital division expenses	15,362		11,269
Hospital division expenses	113,104		81,409
Population health management division expenses	6,159		6,950
Total segment expenses	$	119,263	$	88,359

Depreciation and amortization:
Hospital division	$	4,879	$	4,643
Population health management division	340		340
Real estate division	273		109
Total depreciation and amortization	$	5,492	$	5,092

Segment gross profit (loss):
Hospital division	$	89,587	$	117,895
Population health management division	2,416		552
Real estate division	(273)		(109)
Total segment gross profit	$	91,730	$	118,338

Consolidated operating income:
Total segment gross profit	$	91,730	$	118,338
Corporate and other costs	(10,465)		(37,677)
Consolidated operating income	$	81,265	$	80,661

Segment income:
Hospital division
Hospital division gross profit	$	89,587	$	117,895
Interest expense, net	6,578		5,575

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	Three Months Ended March 31,
	2026		2025
Other expense	22		3,354
Hospital division income before income taxes	$	82,987	$	108,966
Population health management division income before income taxes	2,422		554
Real estate division loss before income taxes	(273)		(109)
Non-segment loss before income taxes	(8,576)		(38,195)
Income before income taxes	$	76,560	$	71,216

Capital expenditures:
Hospital division	$	2,209	$	64
Total capital expenditures	$	2,209	$	64

Note 17 – Related Party Transactions

The Company enters into transactions with entities owned or controlled by related parties, including its CEO, as well as with noncontrolling interest owners of consolidated entities. These related party transactions primarily include physician services arrangements, facility leases, construction-related obligations, and distributable cash arrangements. The Company believes the terms of these transactions are generally comparable to those that would be obtained in arm's-length transactions.

Summary quantitative information related to related party balances and transactions is presented below (in millions):

Balances with related parties in the condensed consolidated balance sheets:


		March 31,		December 31,
Balance sheet caption	Related party description	2026		2025
Accounts receivable - related party	Amounts due from noncontrolling interest owners of consolidated ER entities	$	6.3	$	6.0

Accounts payable - related party	Reimbursement of expenses incurred on behalf of the Company	$	1.6	$	1.1
Accounts payable - related party	Outstanding obligations of contributions for facilities under construction	$	2.3	$	2.0

Transactions with related parties in the condensed consolidated statements of operations and cash flows:


		Three Months Ended March 31,
Type of transaction	Related party description	2026		2025
Lease payments - related party facilities (cash basis)	Cash payments under facility leases with real estate entities owned by related parties, including the CEO, and the corporate headquarters lease	$	5.8	$	6.1
Distributable cash paid to CEO	CEO’s pro‑rata share (approximately 38%) of aggregate distributable cash flow from two specified locations, after debt and tax obligations	$	—	$	1.2

Additional qualitative information:

•Physician LLCs: The physicians who work in the Company’s hospitals are employed by separate limited liability companies (“Physician LLCs”). The Company has no direct ownership interest in these entities; they are owned and, in some instances, controlled by related parties, including the CEO. The Physician LLCs are consolidated as variable interest entities because they do not have significant equity at risk and the Company has historically provided support in the event of cash shortages and is the primary beneficiary of their services.

•Real estate entities: Most hospital division facilities are leased from real estate entities owned by related parties. These leases are typically triple‑net, with the hospital division responsible for operating costs, repairs, and taxes. The Company

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consolidates certain real estate entities as variable interest entities when they do not have sufficient equity at risk and the Company’s hospital entities are guarantors or co‑borrowers under their mortgage loans. Real Estate VIEs with third‑party mortgage loans collateralized by land and buildings remain consolidated as of March 31, 2026; the Company has no direct ownership interest in two of these entities, which are owned and, in some cases, controlled by related parties including the CEO.

•Distributable cash arrangement with CEO: In connection with the closing of the Merger Agreement, the CEO, as an original owner, is entitled, for the first two years following closing and solely with respect to the two locations that repaid a specified short‑term loan, to receive his pro‑rata share (approximately 38%) of aggregate distributable cash flow, as determined by the Company after satisfaction of debt and tax obligations. Total distributable cash paid under this arrangement is presented in the table above.

Note 18 – Variable Interest Entities

The following tables provide the balance sheet amounts for consolidated VIEs (in thousands):


	March 31, 2026
	Real Estate VIEs		Physician LLCs		Facility Entity		IPAs

Current assets	$	1,109	$	79,800	$	1,568	$	12,764
Property and equipment, net	18,711		4		1,279		94
Other long-term assets	385		—		19,903		—

Total assets	$	20,205	$	79,804	$	22,750	$	12,858

Current liabilities	559		8,680		889		12,858
Long-term liabilities	18,075		—		23,259		—

Total liabilities	18,634		8,680		24,148		12,858

Equity	1,571		71,124		(1,398)		—

Total liabilities and equity	$	20,205	$	79,804	$	22,750	$	12,858


			December 31, 2025
	Real Estate VIEs		Physician LLCs		Facility Entity		IPAs

Current assets	$	161	$	68,649	$	526	$	11,514
Property and equipment, net	18,819		4		1,195		99
Other long-term assets	375		—		20,098		—

Total assets	$	19,355	$	68,653	$	21,819	$	11,613

Current liabilities	201		13,143		1,229		11,613
Long-term liabilities	18,442		—		20,094		—

Total liabilities	18,643		13,143		21,323		11,613

Equity	712		55,510		496		—

Total liabilities and equity	$	19,355	$	68,653	$	21,819	$	11,613

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Note 19 - Subsequent Events

The Company has evaluated subsequent events through the filing of this report. Management identified the following events that warrant disclosure:

•Settlement Agreements with certain Former Doctor Owners of Under Construction Hospitals. Subsequent to the three months ended March 31, 2026, the Company entered into agreements with certain former doctor owners to effectively retire shares which were issued to satisfy obligations for under-construction and ramping hospitals. See Note 11 – Stock-based Compensation for discussion of additional issuances of stock for Under Construction Hospitals, an obligation within the Contribution Agreements. Subsequent to March 31, 2026, the Company retired 72,350 shares of common stock at an aggregate value of $13.0 million.

* * * * *

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Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.

Overview

Nutex Health Inc. is a physician-led, healthcare services and operations company with 27 hospital facilities in 12 states (hospital division), and a primary care-centric, risk-bearing population health management division. Our hospital division implements and operates innovative health care models, including micro-hospitals, specialty hospitals and hospital outpatient departments. The population health management division owns and operates provider networks such as independent physician associations (“IPAs”).

As of March 31, 2026, we employed approximately 1,005 full-time employees, contracted with over 280 doctors at our facilities and partnered with over 3,600 physicians within our networks. Our corporate headquarters is based in Houston, Texas. We were incorporated on April 13, 2000 in the state of Delaware.

Our financial statements present the Company’s unaudited condensed consolidated financial condition and results of operations including those of majority-owned subsidiaries and variable interest entities (“VIEs”) for which we are the primary beneficiary.

The hospital division includes our hospital entities. In addition, we have financial and operating relationships with multiple professional entities (the “Physician LLCs”) and real estate entities part of the real estate division. The Physician LLCs employ the doctors who work in our hospitals. These entities are consolidated by the Company as VIEs because they do not have significant equity at risk to finance their activities independently. The Company is considered the primary beneficiary of these entities because (i) it has the power to direct the activities that most significantly affect their economic performance through its contractual and operational oversight, and (ii) it has the obligation to absorb losses and the right to receive benefits that could be significant, as evidenced by the Company’s historical practice of providing financial support during periods of cash shortfall and receiving the benefit of services. The Company has no direct or indirect ownership interest in the Physician LLCs. Certain of the Physician LLCs are owned in part and, in some cases, controlled by related parties, including members of the Company’s executive management team.

The real estate division comprises of real estate entities along with activity related to the development and construction of hospital facilities. The real estate entities own the land and hospital buildings which are leased to our hospital entities. The real estate entities also include the Company's headquarters. These entities have mortgage loans payable to third parties which are collateralized by the land and buildings. We consolidate certain real estate entities as VIEs (the "Real Estate VIEs") in instances where our hospital entities are guarantors or co-borrowers under their outstanding mortgage loans. As of March 31, 2026, we continue to consolidate two Real Estate VIEs in our financial statements. The Real Estate VIEs are in part and, in some cases, controlled by related parties, including members of the Company’s executive management team.

The population health management division includes our management services organization. Additionally, Atlas Healthcare Physicians ("Atlas", formerly known as "Associated Hispanic Physicians of So. California"), a physician-affiliated entity that is not owned by us, is consolidated as a VIE of our wholly-owned subsidiary AHP since we are the primary beneficiary of their operations under AHP’s management services contracts with them.

Sources of revenue. Our hospital division recognizes net patient service revenue for contracts with patients and in most cases a third-party payor (commercial insurance, workers compensation insurance or, in limited cases, Medicare/Medicaid).

We receive payment for facility services rendered by us from federal agencies, private insurance carriers and patients. The Physician LLCs receive payment for doctor services from these same sources. On average, greater than 99% of our net patient service revenue is paid by insurers, federal agencies and other non-patient third parties. The remaining revenues are paid by our patients in the form of copays, deductibles and self-payment. We generally operate as an out-of-network provider and as such, do not have negotiated reimbursement rates with insurance companies.

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The following tables present the allocation of the transaction price with the patient between the primary patient classification of insurance coverage:


	Three Months Ended March 31,
	2026		2025

Insurance	97	%	96	%
Self pay	1	%	2	%
Workers compensation	1	%	1	%
Medicare/Medicaid	1	%	1	%
Total	100	%	100	%

Arbitration process

Federal Rules Applicable to Out-of-Network Billing

Congress enacted the No Surprises Act (“NSA”) effective January 1, 2022, to protect patients from surprise medical bills incurred when they receive emergency medical services from out-of-network healthcare providers, as well as non-emergency services at in-network facilities, and air ambulance services. The NSA achieves this by relieving patients from financial liability for surprise bills and creating an Independent Dispute Resolution (“IDR”) process for billing disputes between providers and insurers. The patient is not involved in this process, and payment is issued directly to the provider. The IDR process safeguards providers by promoting fair reimbursement from payors, helping ensure their continued ability to deliver care.

•Independent Dispute Resolution. Under the IDR provisions, Nutex Health and the insurer first must try to agree on a price for the services. If negotiations fail, either party has four days to initiate IDR proceedings. If the parties pursue IDR, either the parties or the Department of Health and Human Services (“HHS”) selects a certified independent dispute resolution entity (“CIDRE”) to determine the final payment amount.

•Certified Independent Dispute Resolution Entity. The CIDRE has the sole discretion to determine both the eligibility of claims submitted for the IDR process, subject to federal and state regulations, and the amount the payor owes the provider.

•The CIDRE makes a threshold determination of IDR eligibility and sets the payment amount by choosing between the offers of each party; the provider and insurer each submit a final offer, and the CIDRE selects one party’s offer as the award after reviewing and evaluating all statutorily required information submitted by both parties.

•In deciding which offer to award, the CIDRE must consider several factors outlined in the law, only one of which is the insurer’s qualifying payment amount (“QPA”), defined as the “median of the contracted rates recognized by the plan or issuer . . . for the same or a similar item or service” offered in the same insurance market and geographic area. Among the other factors to be considered are the complexity or acuity of the case, the doctor’s expertise, and the scope of services provided at the facility. See also below “Legal Challenges to HHS Final Rule – Federal Court removes restrictions imposed on arbitrators in 2022 HHS final Rules (TMA II).”

•Arbitration Awards Are Binding. In the absence of a fraudulent claim or evidence of a misrepresentation of facts to the CIDRE, the IDR award is binding upon the parties involved and payment of the award must be made not later than 30 days after the date on which the payment determination is made.

•Patients are not involved in open negotiations or the IDR process, and payors must issue any IDR award payments directly to the provider.

•The NSA empowers HHS to assess penalties against insurers for failure to comply with the NSA, including timely payment of CIDRE awards. However, as illustrated by the pending legislation discussed below under “Future Expectations,” significant enforcement gaps remain in the current law.

•Highlighting the complexity and uncertainty with the NSA and IDR process and the unsuccessful results by various insurers, there are numerous pending lawsuits brought by insurers against IDR vendors and providers (other than Nutex), challenging the awards made in favor of the IDR vendors and providers by alleging fraudulent schemes with respect to eligibility determinations, among other things. Recently, United States District Courts in each of California and Florida, granted the IDR vendor’s or provider’s, as applicable, motions

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to dismiss against the insurers, primarily on the grounds that IDR decisions are not reviewable by courts. In addition, citing the California District Court’s dismissal, the United States District Court for the Eastern District of Pennsylvania granted the provider’s motion to dismiss against the insurer, declining to bypass Congress’ intent in the NSA, which limits judicial review. The dismissal rulings are subject to appeal.

•Reopening of Disputes Closed Prior to June 6, 2025 Only for CIDRE Clerical, Jurisdictional or Procedural Errors. On June 6, 2025 HHS published a Technical Assistance allowing the reopening of arbitration cases closed prior to June 6, 2025 solely for clerical, jurisdictional or procedural errors by the CIDRE. Errors by the parties or substantive disputes among the parties, in particular, with respect to the qualifying payment amount and related statutorily prescribed factors, will not result in a reopening. In addition, HHS has increased the number of CIDREs from 13 to 16 and updated the federal submission portal with respect to, among other things, service-code modifier fields, duplicate-dispute validation, and resubmission rules.

•Legal challenges to HHS Final Rule. The final rule has been the subject of multiple legal challenges. Beginning in September 2022, the Texas Medical Association (“TMA”) filed several actions in federal court in Texas, seeking, among other things, to invalidate the IDR related provisions of the final rule.

•Federal Court vacates 2021 HHS interim final rules to ensure fair and accurate rates (TMA III). On November 30, 2022, the TMA filed a lawsuit challenging the methodology of the federal regulator’s calculation of the QPA. The interim final rules allowed consideration of all negotiated rates, including those provided in contracts with providers who do not actually provide the particular service (ghost rates). On August 24, 2023, the federal district court vacated several aspects of the regulations mandating the methodology for the QPA calculation. On October 30, 2024, the United States Court of Appeals for the Fifth Circuit (“Fifth Circuit”) reversed the district court’s vacatur of the QPA calculation methodology. However, on December 17, 2024, the Fifth Circuit ordered that the mandate be withheld and on May 30, 2025 vacated the previous opinion and held an en banc oral argument on September 24, 2025. No final en banc opinion has been issued. We cannot predict how such final opinion will affect the QPA calculation or the opinion’s impact on out-of-network payments awarded in the IDR process.

•Federal Court removes restrictions imposed on arbitrators in 2022 HHS final rules (TMA II).

On August 2, 2024, the Fifth Circuit upheld a ruling by district court disallowing provisions of the federal rules established under the NSA which would have required arbitrators (i) to prioritize the insurer established QPA over any of the other factors listed below and (ii) to justify in writing the arbiter’s reliance on any factors beyond the QPA. The Fifth Circuit held that the NSA requires that the arbitrator must consider several factors of equal weight in determining the out-of-network rate. These factors include:

•The qualifying payment amount, which Congress intended as the median rate the insurer would have paid for comparable services in the same geographic area if provided by an in-network provider or facility;

•The doctor’s level of training;

•the market share of the doctor or insurer in the geographic region;

•the acuity of the patient or the complexity of the case;

•the scope of services of the facility; and

•the good faith efforts (or lack of good faith efforts) made by the out-of-network provider or the plan to enter into network agreements and, if applicable, contracted rates between the parties during the previous four years.

Accordingly, in their payment determination, the CIDREs must consider all factors listed above, including, but not prioritizing, the QPA.

IDR Claims Process

The process for out-of-network claims submitted in the IDR process is subject to the bifurcated nature of many states which have their own surprise billing rules for fully insured claims (and for certain types of providers) and the differing rules governing the determination whether individual claims may be bundled or “batched” when submitting to the CIDRE. As a result, eligibility determinations require involved processes, and Nutex aims to comply with all applicable laws and regulations in each of the jurisdictions in which it operates, including the eligibility rules in effect at the time a claim is being submitted to federal arbitration.

Our claims for out-of-network services are subject to the following federally mandated process once we submit a payment request to the applicable insurance company:

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•Initial Payment or Denial. Under the NSA, insurers must issue either an initial payment or a notice of denial to a provider within 30 days after receiving a bill for an out-of-network service.

•Negotiation Period. If the provider disagrees with the insurer’s determination, the provider may initiate a 30-business-day open negotiation period with the insurer regarding the claim.

•IDR Process. If the dispute is not resolved through negotiation, either party may proceed to the IDR process within four business days.

•Payment Timeline. The IDR process is intended to take no more than 30 days, but in practice can take between three to five months before we receive IDR approved and adjusted payments, including the 30 days deadline for the payor to submit payments after the award has been determined.

•Late Payment or Non-Payment. Currently, HHS has the authority to impose financial penalties on payors for late payment or non-payment upon application of the provider. If the No Surprises Enforcement Act is passed and signed into law, payors would face automatic financial penalties for late or non- payment. See “Future Expectations” below.

Effective May 1, 2024, we engaged HaloMD, a third-party tech-enabled expert, to further support our out-of-network claims and determine which claims would be beneficial to arbitrate. HaloMD specializes in independent dispute resolution through the NSA and state regulations for out-of-network healthcare providers. HaloMD attests to the eligibility of claims to be submitted to arbitration. Given the complexity of the federal arbitration process and its interaction with state surprise billing laws, it is crucial for providers like Nutex to seek tech-enabled expert assistance in the highly complex submission process. This third-party expertise, such as that provided by HaloMD, helps the Company navigate the complexity of submission of claims in bifurcated states where either state or federal law may apply, depending on the insurance coverage and services provided.

“Bifurcated” states are states in which some out-of-network services are subject to the federal IDR process and others are subject to a specified state law or all-payer model agreement. The out-of-network services subject to either federal or state jurisdiction differ from state to state, rendering the medical billing process highly complex. HaloMD assists Nutex throughout our arbitration process in the bifurcated states of Texas, Florida, New Mexico, and the non-bifurcated states of Arizona, Arkansas, Idaho, Indiana, Kansas, Louisiana, Oklahoma, and Wisconsin, when we conclude that the payor has not properly paid or underpaid a claim for services as required under the NSA. In that regard, HaloMD works closely with us in navigating the following key areas:

•Documentation Submission. Based on the information and data we provide to HaloMD, using a proprietary data driven process, HaloMD submits the required documentation to the CIDRE through the federal portal.

•Eligibility Determination. It is the CIDRE who determines the eligibility of the claims submitted to arbitration based on the information provided through the federal portal. All payors have the right to object to whether the claim is eligible for IDR review or subject to a similar state law dispute resolution process based upon the type of insured member.

•Jurisdictional Eligibility. Jurisdictional eligibility depends on whether a state is “bifurcated,” which means that state laws regarding surprise billing only partially align with federal law.

•State Laws. Certain states have their own surprise billing laws, which must meet specified requirements to take precedence over the federal process but may not cover all claims. In our case, Texas, Florida, and New Mexico are bifurcated states where state law takes precedence for most out-of-network claims.

•Claim Submission. Providers or their representatives must attest to the best of their knowledge whether a claim falls under state or federal jurisdiction based on the type of insurance plan and the services involved. The CIDRE then determines whether the dispute is eligible to proceed under the federal IDR process. Where applicable, state law procedures and requirements govern the equivalent arbitration process under state law.

•Federal Arbitration Process. Under the federal arbitration process, both the insurer and the provider submit offers indicating the amounts they are willing to pay or receive, respectively. Based on the information submitted through the federal portal, the CIDRE selects either the insurer’s or the provider’s offer to determine the payment.

•Offer Determination. HaloMD, using proprietary data analysis and benchmarking, determines the appropriate offer amount on our behalf.

•Independent Review. The IDR process allows an independent review of a provider’s services and payment requests. Prior to federal arbitration, the insurer had been the sole arbiter of the amount payable for out-of-network services.

•For the first time, independent federal arbitration offers providers a venue to submit claims to an independent arbiter, which we believe has resulted in payments that more accurately reflect fair and reasonable value of the services provided.

•In this fully transparent process, both the payor and the provider submit offers indicating the amounts they are willing to pay or receive, respectively.

•Based on the information submitted through the federal portal by HaloMD, the CIDRE selects either the insurer’s or the provider’s offer to determine the payment.

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IDR Industry Trends. According to arbitration data published by the Center for Medicare and Medicaid Services (CMS) as of January 21, 2026, CIDREs are making significant progress in improving the overall Federal IDR process:

•Between January 1, 2025, and June 30, 2025, disputing parties initiated 1,186,812 disputes through the Federal IDR portal, 39% more than the last six months of 2024 (853,374 disputes).

•Providers or their representatives initiated the majority of disputes (81%) in the first six months of 2025.

•The top three initiating parties (HaloMD, Team Health and SCP Health), who represent thousands of clinicians across multiple states, accounted for approximately 44% of all disputes initiated in the first six months of 2025.

•From January 1 through June 30, 2025, providers, facilities or air ambulance providers, prevailed in approximately 88% of payment determinations, as compared to 85% in the last six months of 2024.

•During the first six months of 2025, the prevailing offer was higher than the QPA in approximately 88% of payment determinations made during such period.

•The primary cause of processing delays is the complexity of determining whether disputes are eligible for the Federal IDR process, since the certified IDR entity must confirm dispute eligibility.

•The percentage of disputes found ineligible decreased from 69% in the first six months of 2022 to 20% in the last six months of 2024 and 17% in the first six months of 2025.

Overall, between April 15, 2022 and March 31, 2026, 5,729,954 disputes were initiated, with 985,659 disputes (or approximately 17% of disputes submitted) found ineligible.

Future Expectations. We expect the federal arbitration process for out-of-network services will continue to evolve. On July 23, 2025, the No Surprises Enforcement Act was introduced both in the House and in the Senate and referred to committee, primarily to mandate financial penalties to be imposed on insurers for late payment or non-payment of IDR awards. We cannot predict whether this legislation will be approved and signed into law. Future federal court decisions and regulatory changes may adversely affect our ability to collect the revenue for our services that we believe is fair and reasonable.

Cost of arbitration. There is a significant cost to enter the arbitration process. The arbitration process includes expenses associated with third party providers, including IDR entities, which typically collect fees at the beginning of the process, before the claim award amounts are decided by arbitrators. According to the CMS, as of July 23, 2025, the nonrefundable administrative fee was $115 per party per dispute and the certified IDR entity fee ranged from $375 to $800 for single determinations and $75 to $1,150 for batched determinations. The total cost of arbitration for all Nutex hospital and professional services for the three months ended March 31, 2026 and 2025 was $46.1 million and $26.3 million, respectively.

Regulatory Licensing and Certification. Many states, including Arizona, Arkansas, Florida, Indiana, Kansas, Louisiana, New Mexico, Ohio, Oklahoma, Texas, and Wisconsin, require regulatory approval, including licensure and certification, before establishing certain types of clinics offering certain professional and ancillary services, including the services Nutex offers. The operations of the Nutex owned and managed hospitals are subject to extensive federal, state, and local regulation relating to, among other things, the adequacy of medical care, equipment, personnel, operating policies and procedures, and proof of financial ability to operate. Our ability to operate profitably depends in part on the ability of Nutex owned and managed facilities and its providers to obtain and maintain all necessary licenses and other approvals, and maintain updates to their enrollment in the Medicare and Medicaid programs, including the addition of new hospital locations, providers and other enrollment information. In addition, certain ancillary services such as the provision of diagnostic laboratory testing require additional state and federal licensure and regulatory oversight, including oversight by CMS, under Clinical Laboratory Improvement Amendments of 1988, or CLIA, which requires all clinical laboratories to meet certain quality assurance, quality control and personnel standards, and comparable state laboratory licensing authorities. Standards for testing under CLIA are based on the complexity of the tests performed by the laboratory, with tests classified as “high complexity,” “moderate complexity,” or “waived.” Nutex owned and managed facilities hold CLIA Certificates of Waiver and perform certain CLIA-waived tests, which subject such clinics to certain CLIA requirements. Sanctions for failure to comply with applicable state and federal licensing, certification and other regulatory requirements include suspension, revocation or limitation of the applicable authorization, significant fines and penalties and/or an inability to receive reimbursement from government healthcare programs and other third-party payors.

Nutex providers must meet minimum requirements to commence participation or continue participation with Nutex through a credentialing process, including, without limitation, having a valid current medical license and DEA registration, if required for the provider’s scope of practice, the absence of any debarment, suspension, exclusion or other restriction from receiving payments from any government or other third-party payor program, and clearing National Practitioner Data Bank of any reports and/or disciplinary actions. Nutex’s credentialing program is designed to meet CMS and the National Committee for Quality Assurance, or NCQA, credentialing requirements as well as applicable federal and state laws. Providers are generally recredentialed every

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three years or more often if necessary, which is consistent with industry guidelines. In addition, network providers are required under their participating provider agreements with Nutex to have established an ongoing quality assurance program. Moreover, Nutex’s contracts may allow Nutex to withhold compensation from time to time based upon the providers meeting certain quality metrics, including HEDIS quality measures and care coordination metrics.

State Corporate Practice of Medicine and Fee-Splitting Laws. Our arrangements with our affiliated professional entities and other physician partners are subject to various state laws, commonly referred to as corporate practice of medicine and fee-splitting laws, which are intended to prevent unlicensed persons from interfering with or influencing the physician’s professional judgment and prohibiting the sharing of professional service fees with non-professional or business interests. These laws vary from state to state, including those where the Company does business, and are subject to broad interpretation and enforcement by state regulators.

A determination of non-compliance against us and/or our affiliated professional entities or other physician partners based on the reinterpretation of existing laws or adoption of new laws could lead to adverse judicial or administrative action, civil or criminal penalties, receipt of cease-and-desist orders from state regulators, loss of provider licenses, and/or restructuring of these arrangements.

Healthcare Fraud and Abuse Laws. We are subject to a number of federal and state healthcare regulatory laws that restrict certain business practices in the healthcare industry. These laws include, but are not limited to, federal and state anti-kickback, false claims, self-referral and other healthcare fraud and abuse laws.

The federal Anti-Kickback Statute ("AKS"), prohibits, among other things, knowingly and willfully offering, paying, soliciting, or receiving remuneration, directly or indirectly, in cash or kind, to induce or reward either the referral of an individual for, or the purchase, order or recommendation of, any good or service, for which payment may be made under federal and state healthcare programs such as Medicare and Medicaid. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation.

Several courts have interpreted AKS’s intent requirement to mean that if any one purpose of an arrangement involving remuneration is to induce referrals of federal healthcare covered business, the AKS has been violated.

The AKS includes statutory exceptions and regulatory safe harbors that protect certain arrangements. By way of example, the AKS safe harbor for value-based arrangements and the safe harbor for arrangements between managed care organizations and downstream contractors both require, among other things, that the arrangement does not induce a person or entity to reduce or limit medically necessary items or services furnished to any patient. Failure to meet the requirements of an applicable AKS safe harbor, however, does not render an arrangement illegal. Rather, the government may evaluate such arrangements on a case-by-case basis, taking into account all facts and circumstances, including the parties’ intent and the arrangement’s potential for abuse, and may be subject to greater scrutiny by enforcement agencies.

The Stark Law prohibits a physician who has a financial relationship, or who has an immediate family member who has a financial relationship, with entities providing designated health services, or DHS, from referring Medicare and Medicaid patients to such entities for the furnishing of DHS, unless an exception applies. The Stark Law also prohibits the entity from billing for any such prohibited referral. Unlike the AKS, the Stark Law is violated if the financial arrangement does not meet an applicable exception, regardless of any intent by the parties to induce or reward referrals or the reasons for the financial relationship and the referral.

The Federal False Claims Act ("FCA") prohibits a person from knowingly presenting, or caused to be presented, a false or fraudulent request for payment from the federal government, or from making a false statement or using a false record to have a claim approved. A claim includes “any request or demand” for money or property presented to the United States government. Moreover, the government may assert that a claim including items and services resulting from a violation of the AKS or the Stark Law constitutes a false or fraudulent claim for purposes of the civil FCA. Penalties for a violation of the FCA include fines for each false claim, plus up to three times the amount of damages caused by each false claim. Private individuals also have the ability to bring actions under these false claims’ laws in the name of the government alleging false and fraudulent claims presented to or paid by the government (or other violations of the statutes) and to share in any amounts paid by the entity to the government in fines or settlement. Such suits, known as qui tam actions, are pervasive in the healthcare industry.

Further, the Civil Monetary Penalties Statute authorizes the imposition of civil monetary penalties, assessments, and exclusion against an individual or entity based on a variety of prohibited conduct, including, but not limited to offering remuneration to a federal health care program beneficiary that the individual or entity knows or should know is likely to influence the beneficiary to order or receive health care items or services from a particular provider. Moreover, in certain cases, providers who routinely waive

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copayments and deductibles for Medicare and Medicaid beneficiaries can also be held liable under the AKS and civil FCA. One of the statutory exceptions to the prohibition is non-routine, unadvertised waivers of copayments or deductible amounts based on individualized determinations of financial need or exhaustion of reasonable collection efforts. The HHS’ Office of Inspector General emphasizes, however, that this exception should only be used occasionally to address special financial needs of a particular patient. Although this prohibition applies only to federal healthcare program beneficiaries, the routine waivers of copayments and deductibles offered to patients covered by commercial payors may implicate applicable state laws related to, among other things, unlawful schemes to defraud, excessive fees for services, tortious interference with patient contracts and statutory or common law fraud.

HIPAA also established federal criminal statutes that prohibit, among other things, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, including private third-party payors, and knowingly and willfully falsifying, concealing, or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. Similar to the AKS, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation.

Several states in which we operate have also adopted similar fraud and abuse laws as described above. The scope of these laws and the interpretations of them vary from state to state and are enforced by state courts and regulatory authorities, each with broad discretion. Some state fraud and abuse laws apply to items or services reimbursed by any payor, including patients and commercial insurers, not just those reimbursed by a federally funded healthcare program.

Violation of any of these laws or any other governmental regulations that apply may result in significant penalties, including, without limitation, administrative civil and criminal penalties, damages, disgorgement, fines, additional reporting requirements and compliance oversight obligations, in the event that a corporate integrity agreement or other agreement is required to resolve allegations of noncompliance with these laws, the curtailment or restructuring of operations, exclusion from participation in governmental healthcare programs and/ or individual imprisonment.

Healthcare Reform. In the United States, there have been, and we expect there will continue to be, a number of legislative and regulatory changes to the healthcare system, many of which are intended to contain or reduce healthcare costs. By way of example, in the United States, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act (collectively, the “ACA”) substantially changed the way healthcare is financed by both governmental and private insurers. The ACA required, among other things, CMS to establish a Medicare shared savings program that promotes accountability and coordination of care through the creation of Accountable Care Organizations (ACOs). The Medicare shared savings program allows for providers, physicians and other designated health care professionals and suppliers to form ACOs and voluntarily work together to invest in infrastructure and redesign delivery processes to give coordinated high-quality care to their Medicare patients, avoid unnecessary duplication of services and prevent medical errors. ACOs that achieve quality performance standards established by CMS are eligible to share in a portion of the Medicare program’s cost savings. ACO program methodologies and participation requirements are updated by CMS for each performance year and participants are expected to comply with such program requirements and required to report on performance after the close of the year. ACOs that fail to comply with such program requirements can face penalties or even termination of their participation in the Medicare shared savings program.

Additionally, the Center for Medicare and Medicaid Innovation continues to test an array of value-based alternative payment models, including the Global and Professional Direct Contracting Model to allow Direct Contracting Entities to negotiate directly with the government to manage traditional Medicare beneficiaries and share in the savings and risks generated from managing such beneficiaries. Although we currently do not participate in these pilot payment models, we may choose to do so in the future. Additional changes that may affect our business include the expansion of new programs such as Medicare payment for performance initiatives for physicians under the Medicare Access and CHIP Reauthorization Act of 2015, which first affected physician payment in 2019. At this time, it is unclear how the introduction of the Medicare quality payment program will impact overall physician reimbursement. In addition, there likely will continue to be regulatory proposals directed at containing or lowering the cost of healthcare, as government healthcare programs and other third-party payors transition from FFS to value-based reimbursement models, which can include risk-sharing, bundled payment and other innovative approaches. It is possible that the federal or state governments will implement additional reductions, increases, or changes in reimbursement in the future under government programs that may adversely affect us or increase the cost of providing our services. The implementation of cost containment measures or other healthcare reforms may prevent us from being able to generate revenue or attain growth, any of which could have a material impact on our business.

Further, healthcare providers and industry participants are also subject to a growing number of requirements intended to promote the interoperability and exchange of patient health information. An example is the 21st Century Cures Act, also known as the

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Cures Act, which was passed and signed into law in December 2016, which includes provisions related to data interoperability, information blocking and patient access. On April 5, 2021, healthcare providers and certain other entities became subject to information blocking restrictions pursuant to the Cures Act that prohibit practices that are likely to interfere with the access, exchange or use of electronic health information, except as required by law or specified by the HHS as a reasonable and necessary activity. Violations may result in penalties or other disincentives. It is unclear at this time what the costs of compliance with the new rules will be, and what additional risks there may be to our business. Additionally, the potential impact of new policies that may be implemented as a result of the new administration is currently uncertain.

Data Privacy and Security Laws. We are subject to a number of federal and state laws and regulations that govern the collection, use, disclosure, and protection of health-related and other personal information, including health information privacy and security laws, data breach notification laws, and consumer protection laws and regulations (e.g., Section 5 of the FTC Act). For example, HIPAA imposes obligations on “covered entities,” including certain healthcare providers, such as the affiliated professional entities, health plans, and healthcare clearinghouses, and their respective “business associates” that create, receive, maintain or transmit individually identifiable health information for or on behalf of a covered entity, as well as their covered subcontractors with respect to safeguarding the privacy, security and transmission of individually identifiable health information. Entities that are found to be in violation of HIPAA, whether as the result of a breach of unsecured PHI, a complaint about privacy practices, or an audit by HHS, may be subject to significant civil, criminal, and administrative fines and penalties and/or additional reporting and oversight obligations if required to enter into a resolution agreement and corrective action plan with HHS to settle allegations of HIPAA non-compliance.

In addition, certain state laws, such as the California Confidentiality of Medical Information Act (CMIA), the California Consumer Privacy Act of 2018 (CCPA), and the California Privacy Rights Act (CPRA), govern the privacy and security of personal information, including health-related information in certain circumstances, some of which are more stringent than HIPAA and many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts.

Failure to comply with these laws, where applicable, can result in the imposition of significant civil and/or criminal penalties and private litigation. Privacy and security laws, regulations, and other obligations are constantly evolving, may conflict with each other to complicate compliance efforts, and can result in investigations, proceedings, or actions that lead to significant civil and/or criminal penalties and restrictions on data processing.

Federal and State Insurance and Managed Care Laws. Regulation of downstream risk-sharing arrangements, including, but not limited to, at-risk and other value-based arrangements, varies significantly from state to state. Some states require downstream entities and risk-bearing entities to obtain an insurance license, a certificate of authority, or an equivalent authorization, in order to participate in downstream risk-sharing arrangements with payors. In some states, statutes, regulations and/or formal guidance explicitly address whether and in what manner the state regulates the transfer of risk by a payor to a downstream entity. However, the majority of states do not explicitly address the issue, and in such states, regulators may nonetheless interpret statutes and regulations to regulate such activity. If downstream risk-sharing arrangements are not regulated directly in a particular state, the state regulatory agency may nonetheless require oversight by the licensed payor as the party to such a downstream risk-sharing arrangement. Such oversight is accomplished via contract and may include the imposition of reserve requirements, as well as reporting obligations. Further, state regulatory stances regarding downstream risk-sharing arrangements can change rapidly and codified provisions may not keep pace with evolving risk-sharing mechanisms and other new value-based reimbursement models. Certain of the states where we currently operate or may choose to operate in the future regulate the operations and financial condition of risk bearing organizations like us and our affiliated providers.

Industry Trends

The demand for healthcare services continues to be impacted by the following trends:

•Regulatory uncertainty

•A growing focus on healthcare spending by consumers, employers and insurers, who are actively seeking lower-cost care solutions;

•A shift in patient volumes from inpatient to outpatient settings due to technological advancements and demand for care that is more convenient, affordable and accessible;

•The growing aged population, which requires greater chronic disease management and higher-acuity treatment; and

•Ongoing consolidation of providers and insurers across the healthcare industry.

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The healthcare industry, particularly emergency care hospitals, continues to be subject to ongoing regulatory uncertainty. Changes in federal or state healthcare laws, regulations, funding policies or reimbursement practices, especially those involving reductions to government payment rates or limitations on what providers may charge, could significantly impact future revenue and operations. For example, the No Surprises Act prohibits providers from charging patients an amount beyond the in-network cost sharing amount for services rendered by out-of-network providers, subject to limited exceptions. For services for which balance billing is prohibited, the No Surprises Act includes provisions that may limit the amounts received by out-of-network providers from health plans. Any reduction in the rates that we can charge or the amounts we can receive for our services will reduce our total revenue and our operating margins.

Recent Developments

Share Repurchase Programs. On March 4, 2026, the Board authorized a stock repurchase program of up to $25.0 million of the Company’s common stock over the subsequent six months pending compliance with the Company's current reporting obligations. The purpose of the share repurchase is to increase shareholder value and offset dilution from the issuance of additional shares in connection with the Merger (Refer to “Item 1A. Risk Factors" for additional share information).

Pursuant to each stock repurchase program the Company may repurchase, from time to time, up to an aggregate of $25.0 million of its outstanding shares of common stock, exclusive of any fees, commissions or other expenses related to such repurchases. The stock repurchase program permits the Company to repurchase shares of common stock at any time or from time to time at management’s discretion in open market transactions made in accordance with the provisions of Rule 10b-18 and/or Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, privately negotiated transactions or by other means in accordance with applicable securities laws.

The timing of any repurchases and the number of shares repurchased are subject to the discretion of the Company and may be affected by various factors, including general market and economic conditions, the market price of the Company’s common stock, the Company’s earnings, financial condition, capital requirements and levels of indebtedness, legal requirements, and other factors that management may deem relevant. The share repurchase program authorization does not obligate the Company to acquire any shares of its common stock and may be amended, suspended or discontinued at any time.

Settlement Agreements with certain Former Doctor Owners of Under Construction Hospitals. During and subsequent to the three months ended March 31, 2026, the Company entered into agreements with certain former doctor owners to settle existing disputes and, in connection with the settlements, to retire a portion of the shares issuable to satisfy obligations for under-construction and ramping hospitals. See Note 11 – Stock-based Compensation for discussion of additional issuances of stock for Under Construction Hospitals, an obligation within the Contribution Agreements. During the three months ended March 31, 2026, the Company retired 60,516 shares of common stock at an aggregate value of $9.7 million. Subsequent to the three months ended March 31, 2026, the Company retired an additional 72,350 shares of common stock at an aggregate value of $13.0 million.

Results of Operations

We report the results of our operations as three segments in our unaudited condensed consolidated financial statements: (i) the hospital division, (ii) the population health management division and (iii) the real estate division. Activity within our business segments is significantly impacted by the demand for healthcare services we provide, competition for these services in each of the markets we serve, and the legislative changes discussed above.

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Following are the results of operations for the periods presented (in thousands):


	Three Months Ended March 31,
	2026		2025
Revenue:
Hospital division	$	207,570	$	203,947
Population health management division	8,915		7,842
Total revenue	216,485		211,789
Segment gross profit (loss):
Hospital division	89,587		117,895
Population health management division	2,416		552
Real estate division	(273)		(109)
Total segment gross profit	91,730		118,338
Corporate and other costs:


Stock-based compensation	(3,915)		27,642


General and administrative expenses	14,380		10,035
Total corporate and other costs	10,465		37,677
Operating income	81,265		80,661
Interest expense	4,682		6,120

Other expense (income)	23		3,325
Income (loss) before taxes	76,560		71,216
Income tax expense (benefit)	13,797		20,410
Net income (loss)	62,763		50,806
Less: net income attributable to noncontrolling interests	15,956		29,589
Net income (loss) attributable to Nutex Health Inc.	$	46,807	$	21,217

Adjusted EBITDA(1)	$	57,564	$	72,821

Patient visits:
Hospital	49,742		48,269

(1)See reconciliation of net loss attributable to Nutex Health Inc. to Adjusted EBITDA under Non-GAAP Financial Measures.

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

Net income attributable to Nutex Health Inc. was $46.8 million, or income of $6.52 per diluted share, for the three months ended March 31, 2026 compared to net income attributable to Nutex Health Inc. of $21.2 million, or income of $3.33 per share, for the same period 2025. Our 2026 results were principally affected by:

•Higher patient visits, which increased by 3.1% during the three months ended March 31, 2026 as compared with the same period of 2025. Visits at same hospitals, which are hospitals that were opened by December 31, 2024, increased an average of 0.6% versus prior year.

•Increased cash collections and billable visits partially offset by a decrease in net revenue per visit.

•Lower stock-based compensation to under construction and ramping hospitals of $(3.9) million for the three months ended March 31, 2026, a decrease of $31.6 million compared to the same period last year.

•Lower income tax expense of $13.8 million for the three months ended March 31, 2026 compared to $20.4 million for the three months ended March 31, 2025, a decrease of $6.6 million.

Adjusted EBITDA for the three months ended March 31, 2026 decreased to $57.6 million from $72.8 million for the comparable period 2025. Refer to Non-GAAP Financial Measures discussed below for a definition and reconciliation of net income (loss)

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attributable to Nutex Health Inc. to Adjusted EBITDA. Stock-based compensation contributed significantly to the decrease in Adjusted EBITDA in the 2026 period.

A discussion of our segment results is included below.

Hospital Division. Our revenue for the three months ended March 31, 2026 totaled $207.6 million as compared to $203.9 million for the same period in 2025, an increase of $3.6 million or 1.8%. This increase was attributed to an increase in cash collections and billable visits, slightly offset by a decrease in net revenue per visit. Revenue related to same hospitals increased by 0.2%.

Total patient visits increased 3.1% during the three months ended March 31, 2026 as compared with the same period in 2025 including the impact of the opening of two facilities throughout 2025 which are fully operating in 2026.

The hospital division’s gross profit was $89.6 million during the three months ended March 31, 2026, compared with $117.9 million in the same period in 2025, a decrease of 24.0%. The decrease is primarily driven by the total cost of arbitration, which for all Nutex hospital and professional services for the three months ended March 31, 2026 and 2025 was $46.1 million and $26.3 million, respectively. This decrease was due to less settlements and open disputes in the prior period as the Company was increasing its IDR submissions in the first quarter of 2025.

Population Health Management Division. Our total revenue for the three months ended March 31, 2026 was $8.9 million as compared with $7.8 million for the same period in 2025.

The population health management division had $2.4 million of loss before income taxes for the three months ended March 31, 2026 as compared with $0.6 million of loss for the same period in 2025. Strategically, we are focused on the growth of this division principally through the addition of new independent physician associations and have staffed our organization to manage larger numbers of such organizations.

Real Estate Division. This division reports the operations of real estate entities, which own the land and buildings for certain hospital entities and for the Company's headquarters.

Revenue and operating expenses of consolidated real estate entities are not significant since the extent of these entities’ operations is to own facilities leased to the Company which are financed by a combination of contributed equity by the Company, related parties and third-party mortgage indebtedness. Such leases are typically on a triple net basis where our hospital division is responsible for all operating costs, repairs and taxes on the facilities. Finance lease income is recognized outside of segment operating income as other income by the real estate entities. However, these amounts are largely eliminated in the consolidation of these entities into our financial statements. As lessor, operating lease income from third-party lessees is not significant and presented with hospital division revenue.

As of March 31, 2026, the Company consolidates two Real Estate VIEs. We expect that hospitals we open in the future may be leased from new real estate entities which may be owned in whole or part by the Company or related parties. If owned by related parties, third-party lenders to these entities may require that we provide a guarantee or become co-borrowers under mortgage indebtedness and financings for such facilities. In such instances, we may be required to consolidate these new real estate entities in our financial statements as VIEs.

Corporate and other costs. Corporate and other costs in the three months ended March 31, 2026 totaled $10.5 million as compared to $37.7 million for the same period in 2025, a decrease of 72.2%. General and administrative costs include our executive management, accounting, human resources, corporate technology, insurance and professional fees. The decrease in corporate and other costs is primarily due to a decrease in stock-based compensation of $31.6 million related to obligations for under-construction and ramping hospitals, and an increase in general and administrative expenses of $4.3 million.

Nonoperating items

Interest expense. Interest expense was $4.7 million for the three months ended March 31, 2026 as compared with $6.1 million for the same period of 2024. The decrease in interest expense in 2026 is primarily due to the payoff of loans and interest income received from sweep accounts.

Income tax expense. Income tax provisions for interim quarterly periods are generally based on an estimated annual effective income tax rate calculated separately from the effect of significant, infrequent or unusual items related specifically to interim periods. The income tax impact of discrete items is recognized in the period these occur.

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Liquidity and Capital Resources

As of March 31, 2026, we had $207.3 million of cash and equivalents, compared to $185.6 million of cash and equivalents as of December 31, 2025.

Significant sources and uses of cash during the first three months of 2026.

Sources of cash:

•Cash from operating activities was $75.5 million, primarily driven by significantly higher net income largely attributable to favorable developments in the arbitration process, which contributed to higher revenue and cash collections.

Uses of cash:

•Stock repurchases, cash payments in settlement of earn out obligations, and retirements of $31.7 million.

•Distributions, net of contributions, to noncontrolling interests totaled $14.1 million

•Repayments of lines of credit and notes payable $2.1 million.

•Repayments of finance leases totaled $1.6 million.

•Acquisitions of property and equipment totaled $1.2 million.

Future sources and uses of cash. Our operating activities are financed with cash on hand which is generated from revenues. Most of our hospital facilities are leased from various lessors including related parties. These leases are presented in our unaudited condensed consolidated balance sheets unless the lease is from a consolidated Real Estate Entity. Our growth plans include the development of new hospital locations. We expect that in many of these locations we will lease facilities from newly established entities partially owned by related parties.

We routinely enter into equipment lease agreements to procure new or replacement equipment and may also finance these purchases with term debt. We have smaller lines of credits available for working capital purposes and are presently working to supplement or replace these with larger financing commitments. These larger financing commitments are subject to market conditions and we may not be able to obtain such larger financing commitments at favorable economic terms or at all.

Indebtedness. The Company’s indebtedness as of March 31, 2026 is presented in Item I, “Financial Statements – Note 8 – Debt” and our lease obligations are presented in Item I, “Financial Statements—Note 9 – Leases.”

We have entered into private debt arrangements with banking institutions for the purchase of equipment and to provide working capital and liquidity through cash and lines of credit. Unless otherwise delineated above, these debt arrangements are obligations of Nutex and/or its wholly-owned subsidiaries. Real estate entities have entered into private debt arrangements with banking institutions for purposes of purchasing land, constructing new emergency room facilities and building out leasehold improvements which are leased to our hospital entities. Nutex is a guarantor or, in limited cases, a co-borrower on the debt arrangements of Real Estate VIEs for the periods shown.

At March 31, 2026, the Company was not subject to any financial covenants under its outstanding debt arrangements and we had remaining availability of $3.4 million under outstanding lines of credit.

Off-Balance Sheet Arrangements

As of March 31, 2026, we had no material off-balance sheet arrangements.

Non-GAAP Financial Measures

EBITDA and Adjusted EBITDA. EBITDA and Adjusted EBITDA are used as supplemental non-GAAP financial measures by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. We believe EBITDA and Adjusted EBITDA are useful because these measures allow us to more effectively evaluate our operating performance.

We define EBITDA as net income attributable to Nutex Health Inc. plus interest expense, income taxes, depreciation and amortization. Interest expense includes interest on lease liabilities, which is a component of total finance lease cost.

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We define Adjusted EBITDA as net income attributable to Nutex Health Inc. plus net interest expense, income taxes, depreciation and amortization, further adjusted for stock-based compensation, finance lease payments related to leases under ASC 842, certain defined items of expense and any acquisition-related costs and impairments. A reconciliation of net income to EBITDA and Adjusted EBITDA is included below.

Beginning in the first quarter of 2025, we have updated our presentation of Adjusted EBITDA to separately disclose finance lease payments related to leases under ASC 842. We believe this update provides greater transparency into our operating performance.

EBITDA and Adjusted EBITDA are not intended to serve as alternatives to U.S. GAAP measures of performance and may not be comparable to similarly-titled measures presented by other companies. EBITDA and Adjusted EBITDA follow (in thousands):


	Three Months Ended March 31,
	2026		2025
Reconciliation of net income attributable to Nutex Health Inc. to Adjusted EBITDA:
Net income attributable to Nutex Health Inc.	$	46,807	$	21,217
Depreciation and amortization	5,492		5,092
Interest expense, net	4,682		6,120
Income tax expense	13,797		20,410
Allocation to noncontrolling interests	(2,473)		(1,297)
EBITDA	68,305		51,542



Stock-based compensation	(3,915)		27,642


Finance lease payments	(6,826)		(6,363)
Adjusted EBITDA	$	57,564	$	72,821

Significant Accounting Policies

The preparation of financial statements and related disclosures in accordance with GAAP requires management to make judgments, assumptions and estimates that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Note 1 to the Consolidated Financial Statements included in the Annual Report on Form 10-K for the year ended December 31, 2025 describes the significant accounting policies and methods used in the preparation of the consolidated financial statements. The Company’s critical accounting policies that are impacted by judgments, assumptions and estimates are described in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2025. Since December 31, 2025, there have been no material changes in the Company’s accounting policies that are impacted by judgments, assumptions and estimates.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

With respect to the three and three months ended March 31, 2026, there have been no material changes in our primary market risk exposures or how those exposures are managed since the information disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

Item 4. Controls and Procedures

In accordance with Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, we concluded that our disclosure controls and procedures were effective as of March 31, 2026, to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

There has been no change in our internal control over financial reporting that occurred during the three months ended March 31, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

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Item 1. Legal Proceedings

The Company, its consolidated subsidiaries or VIEs may be named in various claims and legal actions in the normal course of business. Based upon counsel and management’s opinion, except for the items listed below, the outcome of such matters is not expected to have a material adverse effect on the unaudited condensed consolidated financial statements.

On April 14, 2025, VLS Emergency Medicine, LLC, Astra Assets, LLC, Right on Hereford, LLC, and Nexus Group Two LLC (collectively, the “ABQ Plaintiffs”) filed an Original Petition against Nutex Health Holdco LLC (“Nutex Holdco”) and Thomas Vo, MD in the District Court of Harris County, Texas, Case No. 2025-26239. The ABQ Plaintiffs allege that the May 16, 2024 Amendment to the Contribution Agreement, dated November 23, 2021, was wrongfully executed by Nutex Holdco and Dr. Vo, in his capacity as the authorized “Owner Representative” (as defined in the Contribution Agreement). The Amendment clarifies that the Parent Stock Price Floor, as defined in the Contribution Agreement, is adjusted for the Company's 2024 reverse stock splits. The Parent Stock Price Floor is used in the determination of the number of shares to be issued to the ABQ Plaintiffs. Rejecting the reverse-stock-split adjustment, the ABQ Plaintiffs demand the issuance of a higher number of shares, which would force the Company to grant the ABQ Plaintiffs a higher percentage ownership in the Company, to the detriment of the Company’s other stockholders.

Nutex Holdco and Dr. Vo have filed their answers and counterclaims, addressing the allegations set forth and presenting their own claims against the ABQ Plaintiffs. The parties are engaged in written discovery and have taken key witness depositions. At this time, no dispositive motions have been filed. Trial is currently set for September 21, 2026. Nutex Health disputes the allegation that the Amendment was wrongfully executed and intends to defend against the ABQ Plaintiffs’ demands. The Company cannot guarantee that the ABQ Plaintiffs will not prevail in their demands, which would have a materially adverse effect on the Company and its stockholders. Please see Item 1A. Risk Factors - Our obligation to issue additional shares of our common stock to former owners of under construction hospitals may cause additional dilution of our current stockholders.

In addition, in a letter dated February 23, 2026, Emergency Medical Provider and Family Medical Associates, P.A. submitted a Demand and Draft Complaint (“Royse City Notice”) to Nutex Holdco and Thomas Vo, MD. The Royse City Notice demands that the pre-reverse split Parent Stock Price Floor be used in the calculation of the number of shares to be issued. RCER LLC (collectively with Emergency Medical Provider and Family Medical Associates, P.A., the “Former Royse City Owners”) has made a similar demand. The Company is unable to predict the outcome of these discussions or determine whether any resolution of the demands made by the Former Royse City Owners will have a materially adverse effect on the Company and its stockholders.

Securities Action

On August 22, 2025, a putative securities class action complaint was filed in the United States District Court for the Southern District of Texas, currently captioned In re Nutex Health Inc. Securities Litigation, Case No. 4:25-cv-03999. The complaint, as amended, is on behalf of two plaintiffs and all other persons (other than defendants) who purchased Nutex Health Inc.’s stock between February 5, 2025 and August 14, 2025. The complaint names Nutex Health Inc., its Chairman of the Board and Chief Executive Officer, its Chief Financial Officer and its President and Director as defendants and asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act”) and Rule 10b-5 promulgated thereunder.

The plaintiffs allege that the defendants made material misstatements and omissions in the Company’s public filings relating to the alleged conduct of a third-party vendor who assisted the Company in pursuing claims against health plans under the independent dispute resolution process of the No Surprises Act. The plaintiffs also allege that the defendants made material misstatements and omissions related to the Company’s internal controls over financial reporting and its accounting treatment of certain non-cash stock-based compensation obligations. The plaintiffs seek unspecified damages, fees, and interest on behalf of themselves and the putative class.

The Company filed a motion to dismiss on April 3, 2026, which is pending. The Company is unable to predict the outcome of the litigation or estimate the potential financial impact, but an adverse ruling could have a material adverse effect on the Company’s financial position or results of operations.

Derivative Actions

On September 8, 2025, a purported stockholder filed a derivative action on behalf of Nutex Health Inc. in the United States District Court for the Southern District of Texas, captioned Juan Camilo Jimenez, derivatively on behalf of Nutex Health Inc., Case No. 4:25-cv-04253, naming as defendants the Company’s Chief Executive Officer, its Chief Financial Officer and its

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President, along with the current members of its Board of Directors (other than Frank E. Jaumot) and a director who recently retired from the Board of Directors, alleging, among other things, violations of Section 14(a) of the Exchange Act, breaches of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. In addition, on September 11, 2025, a second purported stockholder filed a derivative action on behalf of Nutex Health Inc. in the United States District Court for the Southern District of Texas, captioned Michael Minckler, derivatively on behalf of Nutex Health Inc., nominal defendant v. Thomas T. Vo, et al; Case no. 4:25-cv-4330 containing nearly identical allegations.

The derivative actions arise from the same operative facts as alleged in the securities class action, and they seek orders permitting the plaintiffs to maintain the actions derivatively on behalf of the Company, awarding unspecified damages allegedly sustained by the Company, awarding restitution from the individual defendants and requiring the Company to make certain reforms to its corporate governance and internal procedures.

On November 25, 2025, the court consolidated the two derivative actions under the caption In re Nutex Health Inc. Derivative Litigation, Case No. 4:25-cv-04253. On December 11, 2025, the court stayed the litigation until resolution of the Company’s motion to dismiss the securities action described earlier. The Company is unable to predict the outcome of the litigation or estimate the potential financial impact, if any.

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors and other cautionary statements described under the heading “Risk Factors” included in our Form 10-K for the year ended December 31, 2025 and the risk factors and other cautionary statements contained in our other SEC filings, which could materially affect our businesses, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

Our obligation to issue additional shares of our common stock to former doctor owners of under construction hospitals may cause significant dilution of the voting power of our current stockholders.

We may be required to issue the additional shares of our common stock to former doctor owners of hospitals that were under construction and non-operational prior to our April 1, 2022 merger. Such former owners, including Dr. Vo, transferred their hospital interests to Nutex Health Holdco LLC in connection with the merger. The aggregate number of additional shares we may be required to issue could significantly dilute the voting power of our existing stockholders. Any such additional shares, including the shares issued to Dr. Vo, will be subject to a 100% lock up for six months, with 66 2/3% of these shares locked up for one year, and, with respect to the remaining 33 1/3%, the lock up expiring 18 months after issuance, which may be waived or amended at the discretion of the Company.

As approved by the stockholders on April 1, 2022, the number of additional shares issuable is equal to (a)(i) the trailing twelve months of earnings before interest, taxes, depreciation and amortization, as determined at the end of each such hospital’s initial 24-month operation period multiplied by (ii) 10; minus (iii) the aggregate amount of the former doctor owners’ capital contribution; minus (iv) such former doctor owners’ pro rata share of the aggregate debt, with the resulting value divided by (b) the greater of (i) the price of the common stock at the end of the operational period or (ii) $420.00 (representing $2.80 as adjusted for the 2024 reverse stock splits and subject to adjustment for future stock dividends, combinations, splits, recapitalizations and the like).

With respect to eight hospitals, the initial 24-month operational periods expired on or prior to March 31, 2026. Based on the formula described above, and assuming an aggregate 1,374,614 shares issued, the earn out shares represent approximately 19.8% of our issued and outstanding shares as of March 31, 2026 (including shares subject to issuance pursuant to the earn out and accrued as of such date).

With respect to two additional hospitals with an initial 24-month operational period expiring on or prior to December 31, 2026, we estimate, based on current expectations, to issue approximately 47,100 additional shares, or 0.7% of our issued and outstanding shares as of March 31, 2026 (including shares subject to issuance pursuant to the earn out and accrued as of such date). See Part I - Item 1 – Notes to Condensed Consolidated Financial Statements (unaudited) – Note 11. This estimated number of shares is calculated on a pro forma basis based on September 30, 2026 operating results and trading price. Since we cannot predict future operating results and trading prices, the actual number of additional shares issued may differ significantly from our estimate.

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Former owners of certain under construction hospitals have disputed the number of additional shares issuable to them in accordance with the formula agreed upon at the time of the merger (as described above) and assert, among other things, that the number of shares in the calculation should not be adjusted for the 2024 reverse stock splits. We disagree with these allegations but cannot predict the outcome of these disputes. (Refer to Item 1. -- Legal Proceedings.)

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

Repurchases of Issuer Shares.

Settlement Agreements with certain Former Doctor Owners of Under Construction Hospitals. During the three months ended March 31, 2026, the Company entered into agreements with certain former doctor owners to settle existing disputes and in connection with the settlement, retire a portion of the shares issuable to satisfy obligations for under-construction and ramping hospitals. See Note 11 – Stock-based Compensation for discussion of additional issuances of stock for Under Construction Hospitals, an obligation within the Contribution Agreements. During the three months ended March 31, 2026, the Company retired 60,516 shares of common stock at an aggregate value of $9.7 million.


Period	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Approximate $ value of shares that may yet be purchased under the plans or programs (in '000s)
1/1/26 - 1/31/26	118,867	$	168.62	146,737	$	—
2/1/26 - 2/28/26	—	$	—	—	$	—
3/1/26 - 3/31/26	81,577(1)	$	143.22	21,061	$	23,042
	200,444			167,798

1.This amount includes 60,516 shares retired pursuant to settlement agreements with former doctor owners in connection with under-construction and ramping hospitals, in private transactions outside of any publicly announced repurchase programs.

Item 3. Defaults upon Senior Securities

Not Applicable

Item 4. Mine Safety Disclosures

Not Applicable

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Item 5. Other Information

Trading Arrangements

During the three months ended March 31, 2026, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (in each case, as defined in Item 408(a) of Regulation S-K) for the purchase or sale of the Company’s securities.

Item 6. Exhibits


Exhibit No.			Description
31.1*			Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*			Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*			Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (This exhibit shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)
32.2*			Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (This exhibit shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)
101.INS*			XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*			XBRL Taxonomy Extension Schema Document.
101.CAL*			XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*			XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*			XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*			XBRL Taxonomy Extension Presentation Linkbase Document.
104			Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

*Filed herewith

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SIGNATURES

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, thereunto duly authorized, on April 30, 2026.


			Nutex Health Inc.

			By:			/s/ Thomas T. Vo
						Thomas T. Vo
						Chief Executive Officer and Chairman of the Board (principal executive officer)


			By:			/s/ Jon C. Bates
						Jon C. Bates
						Chief Financial Officer (principal financial officer and principal accounting officer)

Nutex Health - 10-Q quarterly report FY

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