Nutex Health Inc.

Previous wording

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.

Current wording

As of June 30, 2026, we employed approximately 1,037 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.

Previous wording

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.

Current wording

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. While the Company does not hold any direct equity or indirect ownership interest in the Physician LLCs, it is deemed to have an indirect economic interest through its contractual relationships with intermediary entities. 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.

Previous wording

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.

Current wording

Congress enacted the No Surprises Act 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 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.

Previous wording

•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.

Current wording

•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 selects a certified independent dispute resolution entity or CIDRE to determine the final payment amount.

Previous wording

•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).”

Current wording

•In deciding which offer to award, the CIDRE must consider several factors outlined in the law, only one of which is the qualifying payment amount (“QPA”), which is calculated by the insurer, subject to the statutory definition 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. The QPA calculation is made in accordance with the 2021 methodology, which is subject to pending court challenges. See Legal challenges to HHS Final Rule below. Among the other factors to be considered by the CIDRE are the complexity or acuity of the case, the doctor’s expertise, and the scope of services provided at the facility.

Previous wording

•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.

Current wording

•The NSA empowers HHS to assess penalties against insurers for failure to comply with the NSA, including timely payment of CIDRE awards. However, significant enforcement gaps remain in the current law. For example, during 2025, the United States Courts of Appeals for the Fifth and Eleventh Circuits held that providers do not have a private right of action to enforce IDR awards under the NSA and that enforcement authority rests exclusively with HHS. Some courts in other circuits have disagreed. In January 2026, the United States Supreme Court declined review of this issue.

Previous wording

•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 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.

Current wording

•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 (including Nutex's vendor, HaloMD) and providers. The insurers have alleged, among other things, that the defendant vendors and providers engaged in fraudulent schemes with respect to IDR eligibility determinations. During 2026, federal district courts in several jurisdictions have granted the defendants’ motions to dismiss many of these lawsuits, primarily on the grounds that the NSA bars judicial review of IDR determinations except for certain narrow exceptions permitted under the Federal Arbitration Act that were not met. In one of these dismissed cases that had been filed against HaloMD in the Northern District of Georgia, the court further held that the insurer had not adequately alleged a plausible fraud claim, reasoning that it was “highly improbable to infer from these facts that there is a vast conspiracy of providers and IDREs that have conspired to defraud the [insurer] of millions of dollars in thousands of NSA IDR proceedings,” and that it was “highly plausible to infer that the [insurer] engages in a consistent practice of submitting lowball offers to out-of-network providers in an effort to maximize its profits.” However, many other lawsuits remain pending, and the dismissal rulings are subject to appeal.

Previous wording

•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.

Current wording

•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 disputes (1) received on or after June 6, 2025, or (2) received prior to June 5, 2025, but not responded to prior to June 6, 2025. Reopening is permitted 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.

Previous wording

•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.

Current wording

•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 granted rehearing en banc. Oral argument was held on September 24, 2025, and the parties submitted supplemental briefs on "ghost rates" in January 2026. No final en banc opinion has been issued. The Departments have extended the period of enforcement discretion for QPA calculations pending the en banc decision. 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.

Previous wording

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:

Current wording

On August 2, 2024, the Fifth Circuit upheld a ruling by district court disallowing provisions of the final 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:

Previous wording

•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.

Current wording

•The top initiating parties (HaloMD, Team Health and SCP Health) accounted for approximately 44% of all disputes initiated in the first six months of 2025, and 38% of all disputes initiated in the last six months of 2025.

Previous wording

•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.

Current wording

•From January 1 through June 30, 2025, providers, facilities or air ambulance providers prevailed in approximately 88% of payment determinations.

Previous wording

•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.

Current wording

•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. As of May 31, 2026, of the 5,862,819 total disputes closed since the portal's launch, 1,066,645 (approximately 18%) were found ineligible.

Previous wording

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.

Current wording

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. Effective June 30, 2026, the Company amended its Payment Dispute Resolution Services Agreement with HaloMD, L.L.C. to transition the fee payment structure to a pay-on-collected basis rather than payment due upon award determination, and to amend the service fee structure applicable to various federal and state net settlement amounts obtained on or after July 1, 2026. Pursuant to the Agreement, the Company may perform dispute resolution services in-house or through the engagement of another third-party vendor or service provider with respect to certain future facilities. In addition, on June 4, 2026, CMS and other federal agencies reduced the nonrefundable administrative fee for the federal IDR process from $115 to $15 per party per dispute, effective June 11, 2026. The Company accounted for the impact of these changes as a change in estimate in accordance with ASC 250 and recognized the effects prospectively in the period of change and future periods. The effect of these changes for the three and six months ended June 30, 2026 is reflected as a $52.3 million reduction to contract services expense, which affected the Company’s reported arbitration-related costs for those periods. According to the CMS, as of July 27, 2026, the nonrefundable administrative fee was $15 per party per dispute and the certified IDR entity fee ranged from $200 to $840 for single determinations and $268 to $1,173 for batched determinations. The total cost of arbitration for all Nutex hospital and professional services for the three months ended June 30, 2026 and 2025 totaled $(12.5) million and $48.0 million, respectively, and for the six months ended June 30, 2026 and 2025 totaled $33.6 million and $74.3 million, respectively.

Previous wording

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.

Current wording

The Federal False Claims Act ("FCA") prohibits a person from knowingly presenting, or causing 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.

Previous wording

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.

Current wording

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

Previous wording

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.

Current wording

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 21 st Century Cures Act, also known as the 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.

Previous wording

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

Current wording

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

Previous wording

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 Compensationfor 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.

Current wording

Settlement Agreements with certain Former Doctor Owners of Under Construction Hospitals. During and subsequent to the three months ended June 30, 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 Compensationfor discussion of additional issuances of stock for Under Construction Hospitals, an obligation within the Contribution Agreements. During the three and six months ended June 30, 2026, the Company retired 86,836 and 147,352 shares of common stock, respectively, at an aggregate value of $15.6 million and $25.3 million, respectively.

Previous wording

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

Current wording

Net income attributable to Nutex Health Inc. was $65.8 million, orincome of$9.38 per diluted share, for thethree months ended June 30, 2026 compared to netloss attributable to Nutex Health Inc. of $17.7 million, orloss of$2.95 per share, for the same period 2025. Our 2026 results were principally affected by:

Previous wording

•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 arehospitals that were opened by December 31, 2024, increased an average of 0.6% versus prior year.

Current wording

•Higher patient visits, which increased by 9.6% during the three months ended June 30, 2026 as compared with the same period of 2025. Visits at same hospitals, which arehospitals that were opened by December 31, 2024, increased an average of 6.3% versus prior year.

Previous wording

•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.

Current wording

•Lower stock-based compensation to under construction and ramping hospitals of $2.9 million for the three months ended June 30, 2026, a decrease of $75.9 million compared to the same period last year.

Previous wording

Adjusted EBITDA for thethree 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)

Current wording

Adjusted EBITDA for thethree months ended June 30, 2026 increased to $90.0 million from $71.6 million for the comparable period 2025. Refer to Non-GAAP Financial Measures discussed below for a definition and reconciliation of net income (loss) attributable to Nutex Health Inc. to Adjusted EBITDA. Stock-based compensation contributed significantly to theincrease in Adjusted EBITDA in the 2026 period.

Previous wording

Total patient visits increased 3.1% during thethree 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.

Current wording

Total patient visits increased 9.6% during thethree months ended June 30, 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.

Previous wording

The hospital division’s gross profit was $89.6 million during thethree months ended March 31, 2026, compared with $117.9 million in the same period in 2025, adecrease 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.

Current wording

The hospital division’s gross profit was $141.8 million during thethree months ended June 30, 2026, compared with $125.6 million in the same period in 2025, anincrease of 13.0%. The increase is primarily driven by the lower total cost of arbitration, which for all Nutex hospital and professional services for the three months ended June 30, 2026 and 2025 was $(12.5) million and $48.0 million, respectively.

Previous wording

The population health management division had $2.4 million of loss before income taxes for thethree 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.

Current wording

The population health management division had $0.5 million of loss before income taxes for thethree months ended June 30, 2026 and 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.

Previous wording

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.

Current wording

Corporate and other costs. Corporate and other costs in the three months ended June 30, 2026 totaled$19.6 million as compared to$91.2 million for the same period in 2025, a decrease of 78.6%. 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$75.9 million related to obligations for under-construction and ramping hospitals, offset slightly by an increase in general and administrative expenses of$4.2 million.

Previous wording

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

Current wording

Interest expense, net. Interest expense, net was $4.7 million for thethree months ended June 30, 2026 as compared with $5.7 million for the same period of 2025. Thedecrease in interest expense, net in 2026 is primarily due to the payoff of loans and interest income received from sweep accounts.

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

Current wording

Population Health Management Division. Our total revenue for the six months ended June 30, 2026 was $17.8 million as compared with $15.5 million for the same period in 2025.

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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.

Current wording

As of June 30, 2026, we had $205.2 million of cash and equivalents, compared to $185.6 million of cash and equivalents as of December 31, 2025.

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

Current wording

Significant sources and uses of cash during the firstsix months of 2026.

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•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.

Current wording

•Cash from operating activities was $109.7 million, primarily driven by significantly higher net income largely attributable to a decrease in stock based compensation related to obligations for under-construction and ramping hospitals, and favorable developments in the arbitration process, which contributed to lower operating costs and expenses.

Previous wording

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

Current wording

•Stock repurchases, cash payments in settlement of earn out obligations, and retirements of $50.7 million.

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

Current wording

•Distributions, net of contributions, to noncontrolling interests totaled $27.2 million

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

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•Repayments of lines of credit and notes payable $3.6 million.

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•Repayments of finance leases totaled $1.6 million.

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•Repayments of finance leases totaled $3.3 million.

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•Acquisitions of property and equipment totaled $1.2 million.

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•Acquisitions of property and equipment totaled $3.7 million.

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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.

Current wording

Certain outstanding debt arrangements require minimum debt service coverage ratios and other financial covenants. At June 30, 2026, we were in compliance with these debt arrangements; we had remaining availability of $3.4 million under outstanding lines of credit.

Previous wording

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.

Current wording

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

Previous wording

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.

Current wording

We define Adjusted EBITDA as net income attributable to Nutex Health Inc. plus net interest expense, net, income taxes, depreciation and amortization, further adjusted for stock-based compensation, finance lease payments related to leases under ASC