Nutex Health Inc.

Previous wording

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”).

Current wording

Nutex Health Inc. is a physician-led, healthcare services and operations company with 28 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”).

Previous 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.

Current wording

As of September 30, 2026, we employed approximately 1,093 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. 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.

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 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. 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

•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.

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 business 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 (“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 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.

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 remains a significant source of regulatory and litigation uncertainty: in August 2026, the Fifth Circuit, sitting en banc in TMA III, affirmed vacatur of key portions of the 2021 QPA methodology relating to non-negotiated “ghost rates” and bonus and incentive payments, while allowing the agencies’ exclusion of one-off, single-case agreements from contracted rates. 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, 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.

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. Several courts have held that providers do not have an express or implied private right of action to confirm or enforce unpaid IDR awards under the NSA, including the Fifth Circuit’s statement in Guardian Flight that the NSA contains no express right of action to enforce or confirm an IDR award and district court decisions in Delaware and New Jersey dismissing provider enforcement claims. Other courts have permitted enforcement or confirmation to proceed under different theories, including district court decisions in Maryland and Connecticut. In September 2026, aligning with the Fifth Circuit, the Second Circuit also held that the NSA does not provide an implied private right of action for providers to enforce IDR payment awards. Accordingly, the availability of private judicial enforcement of unpaid IDR awards remains unsettled and may depend on the forum.

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 (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.

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. All dismissed cases have been appealed. 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.”

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 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.

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 17 and updated the federal submission portal with respect to, among other things, service-code modifier fields, duplicate-dispute validation, and resubmission rules.

Previous wording

•payors must use standardized Claim Adjustment Reason Codes and Remittance Advice Remark Codes on remittance advice sent to out-of-network providers;

Current wording

•payors must use standardized Claim Adjustment Reason Codes (CARCs) and Remittance Advice Remark Codes (RARCs) on remittance advice sent to out-of-network providers in the manner and timeframe specified in future guidance, and the final rule states that plans and issuers will not be required to use CARCs and RARCs under the rule until the applicability date specified in that guidance;

Previous wording

•CIDREs must determine eligibility within five business days of final selection; and

Current wording

•CIDREs must determine eligibility no later than five business days after the final selection of the CIDRE; and

Previous wording

In late 2026, the Federal IDR process will transition from single-use web forms to a new IDR Gateway, a centralized digital platform for managing disputes. The general effective date of the final rule is August 3, 2026, with most procedural changes taking effect 90 days after supporting portal functionality becomes available. While the reduction of the administrative fee in particular is expected to have a positive impact, the Company is unable to predict the overall operational and financial impact of the IDR Operations Final Rule.

Current wording

In late 2026, the Federal IDR process will transition from single-use web forms to a new IDR Gateway, a centralized digital platform for managing disputes, with IDR Gateway functions supporting the final rule expected to be implemented on a rolling basis. The general effective date of the final rule is August 3, 2026, with many procedural changes taking effect 90 calendar days after the Departments issue guidance announcing that supporting portal functionality has become available. While the reduction of the administrative fee in particular is expected to have a positive impact, the Company is unable to predict the overall operational and financial impact of the IDR Operations Final Rule.

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 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.

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 federal regulators’ methodology for calculating the QPA. The interim final rules allowed consideration of all negotiated rates, including rates appearing in contracts with providers who do not actually provide the particular service, referred to as “ghost rates,” and excluded certain bonus, incentive, risk-sharing and other payment adjustments from the QPA calculation. On August 24, 2023, the federal district court vacated several aspects of the QPA calculation methodology. After the Fifth Circuit initially reversed that vacatur, the court vacated its panel opinion and granted rehearing en banc. On August 11, 2026, the Fifth Circuit, sitting en banc, affirmed in part, reversed in part, and remanded. The court held that the agencies’ rules were unlawful to the extent they required inclusion of non-negotiated ghost rates and exclusion of bonus and incentive payments, but upheld the agencies’ exclusion of one-off, single-case agreements from the QPA calculation. The Departments may issue further guidance or rulemaking in response, and we cannot predict how the final resolution of the QPA methodology will affect out-of-network payments awarded in the IDR process.

Previous wording

•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.

Current wording

•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 day deadline for the payor to submit payments after the award has been determined.

Previous wording

•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.

Current wording

•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, but the availability of a private judicial remedy to enforce unpaid IDR awards remains unsettled. The No Surprises Act Enforcement Act, if enacted, would impose additional penalties and interest for late payment or non-payment after an IDR entity payment determination, including a penalty tied to three times the difference between the initial payment or denial amount and the out-of-network rate.. See “Future Expectations” below.

Previous wording

“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:

Current wording

“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 area:

Previous wording

IDR Industry Trends. According to arbitration data published by the Center for Medicare and Medicaid Services (CMS) as of May 31, 2026, CIDREs are making significant progress in improving the overall Federal IDR process:

Current wording

IDR Industry Trends. According to current arbitration data published by the Centers for Medicare and Medicaid Services (CMS), CIDREs are making significant progress in improving the overall Federal IDR process:

Previous wording

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.

Current wording

Future Expectations. We expect the federal arbitration process for out-of-network services will continue to evolve. On July 23, 2025, the No Surprises Act Enforcement Act was introduced in both the House and the Senate and referred to committee. The proposed legislation would, among other things, increase penalties for specified balance-billing-related violations, require payment notifications after IDR determinations, impose additional penalties and interest for late payment or non-payment after IDR entity payment determinations, and create additional transparency reporting requirements. We cannot predict whether this legislation will be approved and signed into law. Future federal court decisions, agency guidance, rulemaking, and regulatory changes may adversely affect our ability to collect the revenue for our services that we believe is fair and reasonable.

Previous wording

The federal IDR process experienced a significant systemic expansion in dispute volumes, resulting in severe processing backlogs and prolonged determination timelines that frequently exceed statutory windows. In response to these backlogs, HHS implemented several technical adjustments, including increasing the number of CIDREs from 13 to 16, updating the federal submission portal to adjust service-code modifier fields, and altering duplicate-dispute validation and resubmission rules. Additionally, HHS established administrative guidelines permitting the reopening of certain disputes, solely to correct clerical, jurisdictional, or procedural errors by a CIDRE.

Current wording

The federal IDR process experienced a significant systemic expansion in dispute volumes, resulting in severe processing backlogs and prolonged determination timelines that frequently exceed statutory windows. In response to these backlogs, HHS implemented several technical adjustments, including increasing the number of CIDREs from 13 to 17, updating the federal submission portal to adjust service-code modifier fields, and altering duplicate-dispute validation and resubmission rules. The 2026 IDR Operations Final Rule and IDR Gateway transition are intended to centralize notices and dispute information, improve early eligibility communications, standardize CARC and RARC information, implement a new payor registry, and reduce ineligible disputes, but the rule will be implemented in phases as supporting functionality becomes available.

Previous wording

While these administrative and technical updates are intended to improve portal efficiency over time, their immediate implementation has introduced further operational volatility, administrative complexity, and lingering eligibility challenges.

Current wording

While these administrative and technical updates are intended to improve portal efficiency over time, their immediate implementation may introduce further operational volatility, administrative complexity, and lingering eligibility challenges. The Departments anticipate that the final rule’s CARC and RARC requirements, open negotiation notices and responses, IDR initiation notices and responses, batching changes, and Federal IDR Registry could reduce ineligible disputes, but they also anticipate that the lower administrative fee could increase dispute volume.

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. 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.

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 nine months ended September 30, 2026 is reflected as a zero and $52.3 million reduction to contract services expense, respectively, in the unaudited condensed consolidated statements of operations. 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 September 30, 2026 and 2025 totaled $27.8 million and $41.9 million, respectively, and for the nine months ended September 30, 2026 and 2025 totaled $61.4 million and $116.2 million, respectively.

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

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 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.

Previous wording

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

Current wording

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

Previous 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:

Current wording

Net income attributable to Nutex Health Inc. was $40.2 million, orincome of$5.71 per diluted share, for thethree months ended September 30, 2026 compared to netincome attributable to Nutex Health Inc. of $55.4 million, orincome of$7.76 per share, for the same period 2025. Our 2026 results were principally affected by:

Previous 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.

Current wording

•Higher patient visits, which increased by 18.1% during the three months ended September 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 12.4% versus prior year.

Previous 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.

Current wording

Adjusted EBITDA for thethree months ended September 30, 2026 was $63.9 million as compared to $98.5 million for the same period in 2025. Refer to Non-GAAP Financial Measures discussed below for a definition and reconciliation of net income attributable to Nutex Health Inc. to Adjusted EBITDA.

Previous 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.

Current wording

Total patient visits increased 18.1% during thethree months ended September 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

Population Health Management Division. Our total revenue for thethree months ended June 30, 2026 was $8.9 million as compared with $7.7 million for the same period in 2025, with the increase primarily due to increased members.

Current wording

Population Health Management Division. Our total revenue for thethree months ended September 30, 2026 was $8.5 million as compared with $7.6 million for the same period in 2025, with the increase primarily due to increased members.

Previous 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.

Current wording

The population health management division had $1.8 million of loss before income taxes for thethree months ended September 30, 2026 as compared to $0.9 million of income before income taxes 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.

Previous wording

Corporate and other costs. Corporate and other costs in the six months ended June 30, 2026 totaled $30.0 million as compared to $128.9 million for the same period in 2025, a decrease of 76.7%. 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 $107.4 million related to obligations for under-construction and ramping hospitals, offset slightly by an increase in general and administrative expenses of $8.5 million.

Current wording

Corporate and other costs. Corporate and other costs in the three months ended September 30, 2026 totaled$24.4 million as compared to$24.5 million for the same period in 2025, a decrease of 0.4%, attributed to the decrease in stock-based compensation of$5.8 million offset by the increase in general and administrative expenses of $5.7 million. General and administrative costs include our executive management, accounting, human resources, corporate technology, insurance and professional fees.

Previous 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.

Current wording

Interest expense, net. Interest expense, net was $4.9 million for thethree months ended September 30, 2026 as compared with $5.5 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.

Previous wording

Net income attributable to Nutex Health Inc. was $112.6 million, or income of $15.87 per diluted share, for the six months ended June 30, 2026 compared to net income attributable to Nutex Health Inc. of $3.5 million, or income of $0.55 per share, for the same period 2025. Our 2026 results were principally affected by:

Current wording

Net income attributable to Nutex Health Inc. was $152.9 million, or income of $21.50 per diluted share, for the nine months ended September 30, 2026 compared to net income attributable to Nutex Health Inc. of $59.0 million, or income of $8.87 per share, for the same period 2025. Our 2026 results were principally affected by:

Previous wording

•Higher patient visits, which increased by 6.2% during the six months ended June 30, 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 3.4% versus prior year.

Current wording

•Higher patient visits, which increased by 10.2% during the nine months ended September 30, 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 6.3% versus prior year.

Previous wording

•Lower net income attributable to noncontrolling interests of $46.4 million for the six months ended June 30, 2026, a decrease of $17.0 million compared to the same period last year.

Current wording

•Net income attributable to noncontrolling interests of $63.5 million for the nine months ended September 30, 2026 as compared to $104.8 million for the same period in 2025, a decrease of $41.2 million.

Previous wording

Adjusted EBITDA for the six months ended June 30, 2026 increased to $147.5 million from $144.4 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 the increase in Adjusted EBITDA in the 2026 period.

Current wording

Adjusted EBITDA for the nine months ended September 30, 2026 was $211.4 million as compared to $243.0 million for the same period in 2025. Refer to Non-GAAP Financial Measures discussed below for a definition and reconciliation of net income attributable to Nutex Health Inc. to Adjusted EBITDA.

Previous wording

Total patient visits increased 6.2% during the six 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.

Current wording

Total patient visits increased 10.2% during the nine months ended September 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 $231.4 million during the six months ended June 30, 2026, compared with $243.5 million in the same period in 2025, a decrease of 4.9%. The decrease is primarily driven by lower revenue in the hospital division and higher payroll driven by increased wages to the physician LLCs, bonus payments and wages and other payroll and benefits expenses during the six months ended June 30, 2026.

Current wording

The hospital division’s gross profit was $334.9 million during the nine months ended September 30, 2026 compared with $397.6 million for the same period in 2025, a decrease of 15.8%. The decreaseis primarily driven by lower revenue in the current period than the same period in 2025.

Previous wording

The six months ended June 30, 2026 also experienced a decrease in total cost of arbitration, reflected as a reduction to contract services expense of $52.3 million, was primarily due to the amendment to the Agreement with HaloMD effective June 30, 2026 and the reduction by CMS and other federal agencies of administrative fees ("CMS fee"). The amendment transitioned the applicable fee payment structure to a pay-on-collected basis (rather than payment due upon award determination) retroactive to the effective date of the original Agreement with HaloMD. This changes in fee payment structure contributed to $38.4 million of the reduction to contract services. Additionally, the amendment changed the service fee structure applicable to various federal and state net settlement amounts obtained on or after July 1, 2026. The impact of this change in service fee structure contributed to $9.6 million of the reduction to contract services. Regarding the CMS fee reduction, the non-refundable administrative fee for the federal IDR process reduced from $115 to $15 per party per dispute, effective June 11, 2026. The reduction in the CMS fee contributed to $4.3 million of the reduction to contract services. Based upon current expectations, we anticipate the impact of these favorable changes will lead to an approximate 25-30% reduction in our normalized historical contract services prospectively. This impact is based on the current regulatory outlook and the Company’s current expectations, and actual contract services expenses incurred in the future may differ significantly.

Current wording

The nine months ended September 30, 2026 also experienced a decrease in total cost of arbitration, reflected as a reduction to contract services expense of $52.3 million, primarily due to the amendment to the Agreement with HaloMD effective June 30, 2026 and the reduction by CMS and other federal agencies of administrative fees ("CMS fee"). The amendment transitioned the applicable fee payment structure to a pay-on-collected basis (rather than payment due upon award determination) retroactive to the effective date of the original Agreement with HaloMD. This changes in fee payment structure contributed to $38.4 million of the reduction to contract services. Additionally, the amendment changed the service fee structure applicable to various federal and state net settlement amounts obtained on or after July 1, 2026. The impact of this change in service fee structure contributed to $9.6 million of the reduction to contract services. Regarding the CMS fee reduction, the non-refundable administrative fee for the federal IDR process reduced from $115 to $15 per party per dispute, effective June 11, 2026. The reduction in the CMS fee contributed to $4.3 million of the reduction to contract services.

Previous 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.

Current wording

Population Health Management Division. Our total revenue for the nine months ended September 30, 2026 was $26.3 million as compared with $23.1 million for the same period in 2025.

Previous wording

The population health management division had $2.0 million and less than $0.1 million of income before income taxes for the six months ended June 30, 2026 and 2025, respectively. 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 $0.2 million and $0.9 million of income before income taxes for the nine months ended September 30, 2026 and 2025, respectively. 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 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.

Current wording

Corporate and other costs. Corporate and other costs in the nine months ended September 30, 2026 totaled $54.5 million as compared to $153.4 million for the same period in 2025, a decrease of 64.5%. 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 $113.2 million related to obligations for under-construction and ramping hospitals, offset partially by an increase in general and administrative expenses of $14.3 million.