Nutex Health, Inc.

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 ("Dr. Vo") in the District Court of Harris County, Texas, Cause 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 “Owners' 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 2024 Reverse Stock Splits. The Parent Stock Price Floor is used to determine 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 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 significant dilution of our current stockholders.

On May 12, 2025, Nutex Holdco filed an answer and a counterclaim for attorneys’ fees. On June 2, 2025, Dr. Vo filed an answer and a counterclaim seeking a declaratory judgment and attorneys’ fees. The parties are engaged in written discovery and informal settlement discussions. No depositions have been conducted, and no dispositive motions have been filed. Trial is set for September 21, 2026. Nutex Holdco and Dr. Vo dispute the allegation that the Amendment was wrongfully executed and intend to continue defending 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. 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, on May 30, 2025, JBS Fort Smith Hospital Investors, LP; Copper Oaks Emergency Physicians, LLC; KG4JB 5578, PLLC; Mark R. Rucker, PLLC; Premier Macy Management Holdings, LLC; Nicut EMS, LLC; and Tribbey Emergency Services, LLC (collectively, the “Former Ft. Smith Owners”) submitted a Notice of Claim and Draft Complaint (the “Notice”) to Nutex Holdco. In the Notice, the Former Ft. Smith Owners contend that the pre–reverse stock split Parent Stock Price Floor should be used to calculate the number of shares to be issued. There is no pending litigation at this time. The parties are engaged in informal settlement discussions. The Company is unable to predict the outcome of these discussions or determine whether any resolution of the demands made in the Notice will have a materially adverse effect on the Company and its stockholders.