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Nutex Health Inc.

For the period ended Mar 13, 2026. Filed Mar 13, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Mar 13, 2026 · Filed Mar 13, 2026

Use the contents to explore the available documents and sections.

NUTX$180.56-6.8%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant☒

Filed by a party other than the Registrant☐

Check the appropriate box:

☐Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒Definitive Proxy Statement

☐Definitive Additional Materials

☐Soliciting Material Under §240.14a-12

NUTEX HEALTH INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 23, 2026

Dear Stockholder:

You are cordially invited to our 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday, April 23, 2026, at 10:00 a.m. Central Time, exclusively online via the Internet as a virtual web conference atwww.virtualshareholdermeeting.com/NUTX2026 to consider and act upon the following matters:

(1) To re-elect the following members of our Board of Directors:

each to serve as directors and to hold office for approximately a one-year term to expire at the 2027 annual meeting of stockholders or in the case of their resignation or removal, until their successors are duly elected and qualified;

(2) To vote in an advisory capacity concerning the Company’s executive compensation;

(3) To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2026; and

(4) To consider and vote upon such other business as may be properly brought before the Annual Meeting or any adjournments or postponements thereof.

Our Annual Meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively online via the Internet as a virtual web conference. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. This means that you can attend the Annual Meeting online, vote your shares during the online meeting and submit questions during the online meeting by visitingwww.virtualshareholdermeeting.com/NUTX2026. We believe that hosting a virtual meeting will enable greater stockholder attendance and participation from any location around the world. We will continue to evaluate the format of our stockholder meetings on an annual basis.

Instead of mailing a printed copy of our proxy materials to all of our stockholders, we are providing access to these materials via the Internet. This reduces the amount of paper necessary to produce these materials as well as the costs associated with mailing these materials to all stockholders. Accordingly, on or about March 13, 2026, we will begin mailing a Notice of Internet Availability of Proxy Materials (“Notice”) to stockholders and will post our proxy materials on the website referenced in the Notice. As more fully described in the Notice, stockholders may choose to access our proxy materials on the website referred to in the Notice or may request to receive a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail, or electronically by email, on an ongoing basis.

If you are a stockholder of record, you may vote in one of the following ways:

(1)Vote over the Internet prior to the virtual Annual Meeting, by visiting www.proxyvote.com (have your Notice or proxy card in hand to access the website);

(2)Vote by Telephone prior to the virtual Annual Meeting, by calling the toll-free number 1-800-690-6903(have your Notice or proxy card in hand when you call);

(3)Vote by Mail prior to the virtual Annual Meeting, if you received a printed copy of the proxy materials, by returning the enclosed proxy card (signed and dated) in the envelope provided; or

(4)Vote online at the virtual Annual Meeting, by using the Notice or proxy card to access

the Annual Meeting website, www.virtualshareholdermeeting.com/NUTX2026.

If your shares are held in “street name,” meaning that they are held for your account by a broker or other nominee, you will receive instructions from the holder of record that you must follow to vote your shares.

Only stockholders of record at the close of business on February 27, 2026, the record date for the Annual Meeting, are entitled to notice of, and will be entitled to vote at, the Annual Meeting, or any adjournments or postponements thereof.

Whether or not you plan to attend the Annual Meeting online, we urge you to take the time to vote your shares. Further information about how to attend the Annual Meeting online, vote your shares online during the Annual Meeting and submit your questions online during the Annual Meeting is included in the accompanying proxy statement.

By Order of the Board of Directors,

Thomas T. Vo, M.D., MBA

Chairman of the Board and Chief Executive Officer

Houston, Texas

March 13, 2026

TABLE OF CONTENTS
GENERAL INFORMATION ABOUT THIS PROXY STATEMENT, THE ANNUAL MEETINGAND VOTING2
PROPOSAL 1: ELECTION OF DIRECTORS9
Information Regarding Directors9
CORPORATE GOVERNANCE12
General12
Director Independence12
Board Leadership Structure13
Board of Directors Meetings13
Committees of the Board of Directors13
The Board’s Role in Risk Oversight15
Compensation Committee Interlocks and Insider Participation16
Code of Business Ethics Policy16
Insider Trading and Anti-Hedging Policy16
Director Nomination Process17
Limits on Director Service on Other Company Boards18
Communication with the Board19
Director Compensation19
Limitation of Liability and Indemnification20
Report of the Audit Committee of the Board of Directors20
Required Vote21
PROPOSAL 2: ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS21
Required Vote22
PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM22
Principal Accountant Fees and Services23
Auditor Independence24
Pre-Approval Policies and Procedures24
Required Vote24
EXECUTIVE COMPENSATION25
Overview25
Executive Officers25
Compensation Philosophy and Objectives27
Role and Authority of the Board and Compensation Committee28
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT28
Summary Compensation Table30
Equity Awards at 2025 Fiscal Year End34
Benefits, Compensation, and other Considerations35
Securities Trading Policy36
Compensation Recovery (“Clawback”) Policy36
Equity Compensation Plan Information37
Pay Versus Performance38
Narrative and Graphic Disclosure to Pay Versus Performance Table40
Tabular List of Most Important Financial Measures42
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS43
Related Person Transactions43

i

Indemnification of Directors44
Policies and Procedures for Related Person Transactions44
DELINQUENT SECTION 16(a) REPORTS45
STOCKHOLDER PROPOSALS45
STOCKHOLDERS SHARING THE SAME ADDRESS46
OTHER MATTERS46

ii

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 23, 2026

The Board of Directors (the “Board”) of Nutex Health Inc. (“Nutex,” “the Company,” “we,” “us,” or “our”) is soliciting proxies for use at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”), to be held online via the Internet as a virtual web conference atwww.virtualshareholdermeeting.com/NUTX2026 on Thursday, April 23, 2026 at 10:00 a.m. Central Time. We have determined that the Annual Meeting will be held in a virtual meeting format, via the Internet. At our virtual Annual Meeting, stockholders will be able to attend, vote and submit questions by visiting www.virtualshareholdermeeting.com/NUTX2026. Further information about how to attend the Annual Meeting online, vote your shares online during the Annual Meeting and submit questions during the Annual Meeting is included in this proxy statement.

At the Annual Meeting, our stockholders will be asked to consider and act upon the following matters:

  1. To re-elect the following members of our Board of Directors:

each to serve as directors and to hold office for approximately a one-year term to expire at the 2027 annual meeting of stockholders or in the case of their resignation or removal, until their successors are duly elected and qualified;

  1. To vote in an advisory capacity concerning the Company’s executive compensation;

  2. To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2026; and

  3. To consider and vote upon such other business as may be properly brought before the Annual Meeting or any adjournments or postponements thereof.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on April 23, 2026:

This proxy statement and our annual report are available electronically atwww.proxyvote.com.

On or about March 13, 2026 we will begin mailing a Notice of Internet Availability of proxy materials (“Notice”) to our stockholders (other than those who previously requested electronic or paper delivery of proxy materials), directing stockholders to a website where they can access our proxy materials, including this proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2025, which we filed with the Securities and Exchange Commission (the “SEC”) on March 5, 2026 (the “2025 Annual Report”) and view instructions on how to vote online or by telephone. If you would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice. If you have previously elected to receive our proxy materials electronically, you will continue to receive access to those materials via e-mail unless you elect otherwise.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.