Nutex Health Inc.

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

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

Nutex Holdco and Dr. Vo have filed their answers and counterclaims, addressing the allegations set forth and presenting their own claims against the ABQ Plaintiffs. On September 22, 2026, Nutex Holdco filed a traditional motion for partial summary judgment. The case is scheduled for the two-week trial docket beginning December 7, 2026. Nutex Health disputes the allegation that the Amendment was wrongfully executed and intends to defend against the ABQ Plaintiffs’ demands. The Company cannot guarantee that the ABQ Plaintiffs will not prevail in their demands, which would have a materially adverse effect on the Company and its stockholders.

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

Securities Action

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

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

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

Derivative Actions

On September 8, 2025, a purported stockholder filed a derivative action on behalf of Nutex Health Inc. in the United States District Court for the Southern District of Texas, captioned Juan Camilo Jimenez, derivatively on behalf of Nutex Health Inc., Case No. 4:25-cv-04253, naming as defendants the Company’s Chief Executive Officer, its Chief Financial Officer and its President, along with the current members of its Board of Directors (other than Frank E. Jaumot) and a director who recently retired from the Board of Directors, alleging, among other things, violations of Section 14(a) of the Exchange Act, breaches of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. In addition, on September 11, 2025, a second purported stockholder filed a derivative action on behalf of Nutex Health Inc. in the United States District Court for the Southern District of Texas, captioned Michael Minckler, derivatively on behalf of Nutex Health Inc., nominal defendant v. Thomas T. Vo, et al; Case no. 4:25-cv-4330 containing nearly identical allegations.

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

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

Purported Class Actions Related to the Cybersecurity Incident

As disclosed in our Current Report on Form 8-K filed with the SEC on August 24, 2026, as updated by the Form 8-K (Item 1.05) filed on August 31, 2026, we became aware of unauthorized activity involving certain data stored on our computer network. Following such disclosure, several putative class action complaints were filed against the Company in the United States District Court for the Southern District of Texas, Houston Division, on behalf of a putative class of all individuals whose personally identifiable information and/or protected health information was allegedly accessed and/or acquired by an unauthorized party in connection with the incident.

At this stage, the Company is unable to predict the outcome of the litigation or estimate the potential impact of the incident on the Company’s business strategy, operations, financial condition, results of operations or the trading price of the Company’s common stock.