What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-10 compared with 2025-08-11 · 250 added, 161 removed, 718 unchanged (36% of the section changed)

3 unchanged sentences

(IN THOUSANDS EXCEPT SHARE DATA)

September 30,

2025 December 31,

13 unchanged sentences

Investment in joint ventures 129,127 104,057

Deferred tax assets, net 5,261 —

Deposits and other 43,009 34,571

15 unchanged sentences

Common stock - $ 0.0001 par value, 200,000,000 shares authorized;

75,067,102 and 74,036,993 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

77,032,154 and 74,036,993 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Additional paid-in-capital 1,147,402 988,147

11 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

17 unchanged sentences

Total other expenses 7,115 17,320 23,174 50,558

INCOME (LOSS) BEFORE INCOME TAXES 23,854 9,401 ( 9,281 ) 12,947

(Provision for) benefit from income taxes ( 820 ) ( 2,456 ) 2,578 ( 592 )

NET INCOME (LOSS) 23,034 6,945 ( 6,703 ) 12,355

INCOME BEFORE INCOME TAXES 20,274 16,591 10,993 29,538

Provision for income taxes ( 6,385 ) ( 4,335 ) ( 3,807 ) ( 4,927 )

NET INCOME 13,889 12,256 7,186 24,611

Net income attributable to noncontrolling interest 8,472 9,047 25,241 27,163

12 unchanged sentences

(IN THOUSANDS)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

NET INCOME (LOSS) $ 23,034 $ 6,945 $ ( 6,703 ) $ 12,355

NET INCOME $ 13,889 $ 12,256 $ 7,186 $ 24,611

Foreign currency translation adjustments ( 874 ) 5,228 12,758 2,399

8 unchanged sentences

(IN THOUSANDS EXCEPT SHARE DATA)

The following table summarizes changes in the Company’s consolidated stockholders' equity, including noncontrolling interest, during the three months ended June 30, 2025 and June 30, 2024.

Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total RadNet, Inc.'s Equity Noncontrolling Interests Total Equity

Shares Amount

BALANCE - MARCH 31, 2025 74,956,566 $ 7 $ 1,016,762 $ ( 3,919 ) $ ( 114,711 ) $ 898,139 $ 238,378 $ 1,136,517

The following table summarizes changes in the Company’s consolidated stockholders' equity, including noncontrolling interest, during the three months ended September 30, 2025 and September 30, 2024.

Shares Amount Additional Paid-In Capital Accumulated Other Comprehensive income (loss) Accumulated Deficit Total RadNet, Inc.'s Equity Noncontrolling Interests Total Equity

BALANCE - JUNE 30, 2025 75,067,102 $ 8 $ 1,025,936 $ 6,627 $ ( 100,257 ) $ 932,314 $ 246,947 $ 1,179,261

Issuance of common stock upon exercise of options 49,080 — 1,704 — — 1,704 — 1,704

2 unchanged sentences

Forfeiture of restricted stock and share cancellation ( 779 ) — ( 150 ) — — ( 150 ) — ( 150 )

Distributions paid to noncontrolling interests — — — — — — ( 2,400 ) ( 2,400 )

Contributions from noncontrolling interests — — — — — — 2,389 2,389

Issuance of common stock in connection with acquisitions 1,848,152 — 110,721 — — 110,721 — 110,721

Change in cumulative foreign currency translation adjustment — — — ( 874 ) — ( 874 ) — ( 874 )

1 unchanged sentence

Net income — — — — 5,417 5,417 8,472 13,889

BALANCE - SEPTEMBER 30, 2025 77,032,154 $ 8 $ 1,147,402 $ 5,970 $ ( 94,840 ) $ 1,058,540 $ 255,419 $ 1,313,959

BALANCE - JUNE 30, 2024 73,968,042 $ 7 $ 974,355 $ ( 8,057 ) $ ( 85,339 ) $ 880,966 $ 211,874 $ 1,092,840

BALANCE - MARCH 31, 2024 73,901,654 $ 7 $ 969,248 $ ( 13,943 ) $ ( 82,357 ) $ 872,955 $ 204,370 $ 1,077,325

Issuance of common stock upon exercise of options 59,306 — 359 — — 359 — 359

Issuance of common stock under the equity compensation plan 9,075 — — — — — — —

Issuance of common stock under the DeepHealth equity compensation plan 4,984 — — — — — — —

Stock-based compensation expense — — 4,727 — — 4,727 — 4,727

Forfeiture of restricted stock and share cancellation ( 833 ) — ( 4 ) — — ( 4 ) — ( 4 )

Distributions paid to noncontrolling interests — — — — — — ( 2,423 ) ( 2,423 )

Contribution from noncontrolling partner — — 201 — — 201 — 201

Sale of economic interests in majority owned subsidiary, net of taxes — — — — — — 3,400 3,400

Change in cumulative foreign currency translation adjustment — — — 5,228 — 5,228 — 5,228

Change in fair value of cash flow hedge from prior periods reclassified to earnings — — — 986 — 986 — 986

Net (loss) income — — — — ( 2,982 ) ( 2,982 ) 9,927 6,945

BALANCE - JUNE 30, 2024 73,968,042 $ 7 $ 974,355 $ ( 8,057 ) $ ( 85,339 ) $ 880,966 $ 211,874 $ 1,092,840

Net income — — — — 3,209 3,209 9,047 12,256

BALANCE - SEPTEMBER 30, 2024 73,976,284 $ 7 $ 979,279 $ ( 1,843 ) $ ( 82,130 ) $ 895,313 $ 224,321 $ 1,119,634

The accompanying notes are an integral part of these financial statements.

2 unchanged sentences

(IN THOUSANDS EXCEPT SHARE DATA)

The following table summarizes changes in the Company’s consolidated stockholders' equity, including noncontrolling interest, during the six months ended June 30, 2025 and June 30, 2024.

Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total RadNet, Inc.'s Equity Noncontrolling Interests Total Equity

Shares Amount

The following table summarizes changes in the Company’s consolidated stockholders' equity, including noncontrolling interest, during the nine months ended September 30, 2025 and September 30, 2024.

Shares Amount Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total RadNet, Inc.'s Equity Noncontrolling Interests Total Equity

BALANCE - DECEMBER 31, 2024 74,036,993 $ 7 $ 988,147 $ ( 9,061 ) $ ( 76,785 ) $ 902,308 $ 231,102 $ 1,133,410

3 unchanged sentences

Stock-based compensation expense — — 46,466 — — 46,466 — 46,466

Issuance of common stock in connection with acquisitions 1,848,152 — 110,721 — — 110,721 — 110,721

Forfeiture of restricted stock and share cancellation ( 7,116 ) — ( 190 ) — — ( 190 ) — ( 190 )

4 unchanged sentences

Net (loss) income — — — — ( 18,055 ) ( 18,055 ) 25,241 7,186

BALANCE-BALANCE - JUNE 30, 2025 75,067,102 $ 8 $ 1,025,936 $ 6,627 $ ( 100,257 ) $ 932,314 $ 246,947 $ 1,179,261

BALANCE - SEPTEMBER 30, 2025 77,032,154 $ 8 $ 1,147,402 $ 5,970 $ ( 94,840 ) $ 1,058,540 $ 255,419 $ 1,313,959

BALANCE - DECEMBER 31, 2023 67,956,318 $ 7 $ 722,750 $ ( 12,484 ) $ ( 79,578 ) $ 630,695 $ 182,664 $ 813,359

12 unchanged sentences

Net (loss) income — — — — ( 2,552 ) ( 2,552 ) 27,163 24,611

BALANCE-JUNE 30, 2024 73,968,042 $ 7 $ 974,355 $ ( 8,057 ) $ ( 85,339 ) $ 880,966 $ 211,874 $ 1,092,840

BALANCE - SEPTEMBER 30, 2024 73,976,284 $ 7 $ 979,279 $ ( 1,843 ) $ ( 82,130 ) $ 895,313 $ 224,321 $ 1,119,634

The accompanying notes are an integral part of these financial statements.

2 unchanged sentences

(IN THOUSANDS)

Six Months Ended June 30,

Nine Months Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

Net (loss) income $ ( 6,703 ) $ 12,355

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Net income $ 7,186 $ 24,611

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 111,275 101,822

8 unchanged sentences

Stock-based compensation 46,276 21,368

Loss on impairment — 1,200

Change in fair value of contingent consideration — 1,974

13 unchanged sentences

Equity contributions in existing and purchase of interest in joint ventures ( 4,147 ) ( 1,496 )

Collection of notes receivable 2,832 —

Net cash used in investing activities ( 229,925 ) ( 184,257 )

21 unchanged sentences

Supplemental Schedule of Non-Cash Investing and Financing Activities

We acquired equipment and certain leasehold improvements for approximately $ 74.5 million and $ 45.4 million during the six months ended June 30, 2025 and 2024, respectively, which were not paid for as of June 30, 2025 and 2024 , respectively.

We acquired equipment and certain leasehold improvements for approximately $ 81.8 million and $ 43.2 million during the nine months ended September 30, 2025 and 2024, respectively, which were not paid for as of September 30, 2025 and 2024 , respectively.

The amounts due were recorded in our condensed consolidated balance sheet under accounts payable, accrued expenses and other.

During the six months ended June 30, 2025, we acquired certain assets from entities engaged in the practice of radiology or related businesses.

These acquisitions included holdbacks, contingent liabilities and other liabilities totaling $ 12.8 million that we had not paid for as of June 30, 2025.

The accrued amounts are reflected in our consolidated balance sheets under accrued expenses and other non-current liabilities.

During the nine months ended September 30, 2025, we acquired certain assets from entities engaged in the practice of radiology or related businesses.

These acquisitions included holdbacks, contingent liabilities and other liabilities totaling $ 21.0 million that we had not paid for as of September 30, 2025.

The accrued amounts are reflected in our condensed consolidated balance sheets under accrued expenses and other non-current liabilities.

During the nine months ended September 30, 2025, we made a deemed contribution to a joint venture of approximately $ 16.3 million, which resulted in a corresponding decrease in due from affiliates.

On July 17, 2025, we issued 1,848,152 of common stock to complete our purchase of iCAD, Inc.

The shares were ascribed a value of $ 105.8 million.

On June 12, 2025, we entered into a $ 17.0 million promissory note with Dignity Health, a related party and joint venture member of Arizona Diagnostic Radiology Group, LLC, to reclassify a previously outstanding balance from due from affiliates to prepaid expenses and other current assets.

12 unchanged sentences

We are a national provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States.

At June 30, 2025, we operated directly or indirectly through joint ventures with hospitals, 405 centers located in Arizona, California, Delaware, Florida, Maryland, New Jersey, New York and Texas.

At September 30, 2025, we operated directly or indirectly through joint ventures with hospitals, 407 centers located in Arizona, California, Delaware, Florida, Maryland, New Jersey, New York and Texas.

Our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders.

20 unchanged sentences

However, RadNet may be required to provide financial support to cover any operating expenses in excess of operating revenues.

The Consolidated Medical Group on a combined basis recognized $ 48.3 million and $ 54.9 million of revenue, net of management services fees to RadNet, for the three months ended June 30, 2025 and 2024, respectively and $ 48.3 million and $ 54.9 million of operating expenses for the three months ended June 30, 2025 and 2024, respectively.

RadNet recognized $ 265.6 million and $ 231.1 million of total billed net service fee revenue for the three months ended June 30, 2025, and 2024, respectively, for management services provided to the Consolidated Medical Group relating primarily to the technical portion of billed revenue.

The Consolidated Medical Group on a combined basis recognized $ 106.5 million and $ 107.2 million of revenue, net of management services fees to RadNet, for the six months ended June 30, 2025 and 2024, respectively and $ 106.5 million and $ 107.2 million of operating expenses for the six months ended June 30, 2025 and 2024, respectively.

RadNet recognized $ 504.1 million and $ 465.9 million of total billed net service fee revenue for the six months ended June 30, 2025, and 2024, respectively, for management services provided to the Consolidated Medical Group relating primarily to the technical portion of billed revenue.

In our condensed consolidated balance sheets at June 30, 2025 and December 31, 2024, we have included approximately $ 118.5 million and $ 103.0 million, respectively, of accounts receivable and approximately $ 32.1 million and $ 22.7 million of accounts payable and accrued liabilities related to the Consolidated Medical Group, respectively.

The Consolidated Medical Group on a combined basis recognized $ 67.8 million and $ 55.3 million of revenue, net of management services fees to RadNet, for the three months ended September 30, 2025 and 2024, respectively and $ 67.8 million and $ 55.3 million of operating expenses for the three months ended September 30, 2025 and 2024, respectively.

RadNet recognized $ 236.7 million and $ 207.4 million of total billed net service fee revenue for the three months ended September 30, 2025, and 2024, respectively, for management services provided to the Consolidated Medical Group relating primarily to the technical portion of billed revenue.

The Consolidated Medical Group on a combined basis recognized $ 191.6 million and $ 162.5 million of revenue, net of management services fees to RadNet, for the nine months ended September 30, 2025 and 2024, respectively and $ 191.6 million and $ 162.5 million of operating expenses for the nine months ended September 30, 2025 and 2024, respectively.

RadNet recognized $ 687.1 million and $ 673.3 million of total billed net service fee revenue for the nine months ended September 30, 2025, and 2024, respectively, for management services provided to the Consolidated Medical Group relating primarily to the technical portion of billed revenue.

In our condensed consolidated balance sheets at September 30, 2025 and December 31, 2024, we have included approximately $ 131.9 million and $ 103.0 million, respectively, of accounts receivable and approximately $ 32.0 million and $ 22.7 million of accounts payable and accrued liabilities related to the Consolidated Medical Group, respectively.

flows of the Consolidated Medical Group are included in the accompanying condensed consolidated statements of cash flows.

7 unchanged sentences

generally accepted accounting principles for complete financial statements;

however, in the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods ended June 30, 2025 and 2024 have been made.

The results of operations for any interim period are not necessarily indicative of the results for a full year.

3 unchanged sentences

The information below is intended only to supplement the disclosure in our annual report on Form 10-K for the fiscal year ended December 31, 2024.

REVENUES - Our revenues generally relate to net patient fees received from various payors and patients themselves under contracts in which our performance obligations are to provide diagnostic services to the patients.

Revenues are recorded during the period when our obligations to provide diagnostic services are satisfied.

REVENUE - Our revenue generally relate to net patient fees received from various payors and patients themselves under contracts in which our performance obligations are to provide diagnostic services to the patients.

Revenue are recorded during the period when our obligations to provide diagnostic services are satisfied.

Our performance obligations for diagnostic services are generally satisfied over a period of less than one day.

4 unchanged sentences

As it relates to others centers, this service fee revenue is earned through providing the use of our diagnostic imaging equipment and the provision of technical services as well as providing administration services such as clerical and administrative personnel, bookkeeping and accounting services, billing and collection, provision of medical and office supplies, secretarial, reception and transcription services, maintenance of medical records, and advertising, marketing and promotional activities.

Our service fee revenues are based upon the estimated amounts we expect to be entitled to receive from patients and third-party payors.

Our service fee revenue is based upon the estimated amounts we expect to be entitled to receive from patients and third-party payors.

Estimates of contractual allowances under managed care and commercial insurance plans are based upon the payment terms specified in the related contractual agreements.

Revenues related to uninsured patients and copayment and deductible amounts for patients who have health care coverage may have discounts applied (uninsured discounts and contractual discounts).

We also record estimated implicit price concessions (based primarily on historical collection experience) related to uninsured accounts to record self-pay revenues at the estimated amounts we expect to collect.

Revenue related to uninsured patients and copayment and deductible amounts for patients who have health care coverage may have discounts applied (uninsured discounts and contractual discounts).

We also record estimated implicit price concessions (based primarily on historical collection experience) related to uninsured accounts to record self-pay revenue at the estimated amounts we expect to collect.

Under capitation arrangements with various health plans, we earn a per-enrollee amount each month for making available diagnostic imaging services to all plan enrollees under the capitation arrangement.

Revenue under capitation arrangements is recognized in the period in which we are obligated to provide services to plan enrollees under contracts with various health plans.

Our total revenues for the three and six months ended June 30, 2025 and 2024 are presented in the table below.

Our total revenues for the three and nine months ended September 30, 2025 and 2024 are presented in the table below.

Our patient service revenue is displayed as the estimated service fee, broken down by classification of insurance coverage type, along with revenue generated from our management services and other sources such as software and AI.

In Thousands Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

15 unchanged sentences

Stock options generally vest over three years to five years and expire five years to ten years from date of grant.

We determine the compensation expense for each stock option award using the Black Scholes, or similar, valuation model.

We determine the compensation expense for each stock option award using the Black Scholes, binomial lattice valuation or similar, valuation model.

Those models require that our management make certain estimates concerning risk-free interest rates and volatility in the trading price of our common stock.

The compensation expense recognized for all equity-based awards is recognized over the awards’ service periods.

The compensation expense recognized for all equity-based awards is recognized over the service periods.

Equity-based compensation is classified in operating expenses within the same line item as the majority of the cash compensation paid to employees.

4 unchanged sentences

2017 Equity Incentive Plan.

In connection with our acquisition of iCAD, Inc.

on July 17, 2025, we assumed the iCAD, Inc.

2016 Stock Incentive Plan, as amended, and the iCAD, Inc.

2012 Stock Incentive Plan, as amended by Amendment No.

1 (collectively, the “iCAD Plans”), including outstanding option awards that became exercisable for shares of our common stock.

No additional awards will be granted under the iCAD Plans.

See Note 7, Stock-Based Compensation, for more information.

5 unchanged sentences

Proceeds on notes receivables are reflected as operating activities on our statement of cash flows and on our balance sheet as prepaid expenses and other current assets for the current portion and deposits and other for the long-term portion.

Amounts remaining to be collected on these agreements were $ 4.1 million and $ 4.2 million at June 30, 2025 and December 31, 2024, respectively.

Amounts remaining to be collected on these agreements were $ 4.1 million and $ 4.2 million at September 30, 2025 and December 31, 2024, respectively.

We do not utilize factoring arrangements as an integral part of our financing for working capital and assess the party's ability to pay upfront at the inception of the notes receivable and subsequently by reviewing their financial statements annually and reassessing any insolvency risk on a periodic basis.

DEFERRED FINANCING COSTS - Costs of financing are deferred and amortized using the effective interest rate method and are related to our revolving credit facilities.

Deferred financing costs, net of accumulated amortization, were $ 2.0 million and $ 2.3 million as of June 30, 2025 and December 31, 2024, respectively.

Deferred financing costs, net of accumulated amortization, were $ 1.8 million and $ 2.3 million as of September 30, 2025 and December 31, 2024, respectively.

See Note 6, Credit Facilities and Notes Payable for more information.

8 unchanged sentences

Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations.

Acquisition-related costs are expensed as incurred and are included in Cost of operations, excluding depreciation and amortization, in the consolidated statements of operations.

For the three and six ended June 30, 2025, such costs totaled approximately $ 2.3 million and $ 3.0 million, respectively.

GOODWILL - Goodwill at June 30, 2025 totaled $ 751.5 million.

Acquisition-related costs are expensed as incurred and are included in Cost of operations, excluding depreciation and amortization, in the condensed consolidated statements of operations.

For the three and nine ended September 30, 2025, such costs totaled approximately $ 2.1 million and $ 5.1 million, respectively.

For the three and nine ended September 30, 2024, such costs totaled approximately $ 0.4 million.

GOODWILL - Goodwill at September 30, 2025 totaled $ 827.5 million.

Goodwill is recorded as a result of business combinations.

If we determine the carrying value of a reporting unit exceeds its fair value an impairment charge would be recognized and should not exceed the total amount of goodwill allocated to that reporting unit.

We tested goodwill and indefinite lived intangibles for impairment on October 1, 2024 noting no impairment, and we have not identified any indicators of impairment through June 30, 2025.

Activity in goodwill for the six months ended June 30, 2025 is provided below (in thousands):

We tested goodwill and indefinite lived intangibles for impairment on October 1, 2024 noting no impairment, and we have not identified any indicators of impairment through September 30, 2025.

Activity in goodwill for the nine months ended September 30, 2025 is provided below (in thousands):

Imaging Center segment Digital Health segment Total

3 unchanged sentences

Currency translation 1,741 6,650 8,391

Balance as of June 30, 2025 $ 642,878 $ 108,636 $ 751,514

The amount of goodwill that is expected to be deductible for tax purposes as of June 30, 2025 is $ 135.2 million.

Balance as of September 30, 2025 $ 691,584 $ 135,948 $ 827,532

The amount of goodwill that is expected to be deductible for tax purposes as of September 30, 2025 is $ 137.6 million.

INTANGIBLE ASSETS - Intangible assets are primarily related to our business combinations and software development.

They include the estimated fair values of such items as service agreements, customer lists, covenants not to compete, acquired technologies, and trade names.

The components of intangible assets, both finite and indefinite lived, along with annual amortization expense that will be recorded over the next five years at June 30, 2025 and December 31, 2024 are as follows (in thousands):

As of June 30, 2025:

The components of intangible assets, both finite and indefinite lived, along with annual amortization expense that will be recorded over the next five years at September 30, 2025 and December 31, 2024 are as follows (in thousands):

As of September 30, 2025:

2025* 2026 2027 2028 2029 Thereafter Total Weighted average amortization period remaining in years

5 unchanged sentences

Trade names amortized 35 138 138 103 19 8 441 3.3

Others 109 438 438 438 219 — 1,642 3.8

Trade names indefinite life — — — — — 8,500 8,500

1 unchanged sentence

Total annual amortization $ 4,447 $ 17,087 $ 15,709 $ 15,477 $ 9,518 $ 62,674 $ 124,912

*Excluding the six months ended June 30, 2025

*Excluding the nine months ended September 30, 2025

As of December 31, 2024:

9 unchanged sentences

Total annual amortization $ 12,017 $ 11,568 $ 10,563 $ 10,423 $ 5,065 $ 31,715 $ 81,351

Total intangible asset amortization expense was $ 3.2 million and $ 6.3 million for the three and six months ended June 30, 2025, respectively.

Total amortization expense was $ 3.1 million and $ 6.2 million for the three and six months ended June 30, 2024, respectively.

Total intangible asset amortization expense was $ 4.5 million and $ 10.8 million for the three and nine months ended September 30, 2025, respectively.

Total amortization expense was $ 3.1 million and $ 9.4 million for the three and nine months ended September 30, 2024, respectively.

Intangible assets are amortized using the straight-line method over their useful life determined at acquisition.

9 unchanged sentences

Tax and related laws.

Some of the provisions of the new tax law that affect corporations include but are not limited to expensing of domestic specified research or experimental expenditures, increasing the limit of the deduction to thirty percent of EBITDA, and one hundred percent bonus depreciation on eligible property acquired after January 19, 2025.

The Company is currently evaluating the impact that the new tax law will have on its financial condition and results of operations.

The impact of the tax law changes from the OBBBA will be included in the Company's financial statements beginning in the nine months ending September 30, 2025, and applied prospectively based on the effective dates of the tax law.

In 2021, the Organization for Economic Co-operation and Development ("OECD") announced an inclusive framework on base erosion and profit shifting including Pillar Two Model Rules defining the global minimum tax, which calls for taxation

of large multinational corporations at a minimum rate of 15%.

Some of the provisions of the new tax law that affect corporations include, but are not limited to, reinstatement of immediate expensing of domestic specified research or experimental expenditures, restoration of EBITDA as the base for calculating deductible business interest expense, modifications to international tax regimes, and reenactment of one hundred percent bonus depreciation on eligible property acquired after January 19, 2025.

The Company has evaluated the impact that the new tax law will have on its financial condition and results of operations.

The impact of the tax law changes from the OBBBA has been reflected in the Company’s financial statements for the nine months ended September 30, 2025, and has been applied prospectively based on the effective dates of the tax law.

The enactment of the OBBBA did not have a material impact on the Company’s financial statements.

Subsequently, multiple sets of administrative guidance have been issued.

3 unchanged sentences

For 2025, we expect that we will meet one or more transactional safe harbor rules, and as such, we do not believe Pillar Two model will have an impact on our annual effective tax rate for the year ending December 31, 2025.

We recorded an income tax provision of $ 0.8 million, or an effective tax rate of 3.4 %, for the three months ended June 30, 2025, compared to $ 2.5 million, or an effective tax rate of 26.1 % for the three months ended June 30, 2024.

We recorded an income tax benefit of $ 2.6 million, or an effective tax rate of 27.8 %, for the six months ended June 30, 2025 compared to an income tax provision of $ 0.6 million, or an effective tax rate of 4.6 % for the six months ended June 30, 2024.

The income tax rates for the three and six months ended June 30, 2025 diverge from the federal statutory rate due to (i) officer's compensation limitations;

We recorded an income tax provision of $ 6.4 million, or an effective tax rate of 31.5 %, for the three months ended September 30, 2025, compared to $ 4.3 million, or an effective tax rate of 26.1 % for the three months ended September 30, 2024.

We recorded an income tax provision of $ 3.8 million, or an effective tax rate of 34.6 %, for the nine months ended September 30, 2025 compared to an income tax provision of $ 4.9 million, or an effective tax rate of 16.7 % for the nine months ended September 30, 2024.

The income tax rates for the three and nine months ended September 30, 2025 diverge from the federal statutory rate due to (i) officer's compensation limitations;

(ii) nondeductible stock compensation expense;

10 unchanged sentences

Our ROU assets consist of facility and equipment assets on operating leases.

No events have occurred such as fire, flood, or other acts which have impaired the integrity of our ROU assets as of June 30, 2025.

No events have occurred such as fire, flood, or other acts which have impaired the integrity of our ROU assets as of September 30, 2025.

Our facility leases require us to maintain insurance policies which would cover major damage to our facilities.

3 unchanged sentences

We may abandon low utilization leases and divert the patients to nearby centers.

During the six months ended June 30, 2025, we closed several imaging centers with lower utilization and recognized lease abandonment charges of approximately $ 5.5 million in our Imaging Center segment.

Of these amounts, $ 4.8 million were related to right-of-use assets impairment and $ 0.7 million were related to the write-off of leasehold improvements for the six months ended June 30, 2025.

COMPREHENSIVE LOSS - Accounting guidance establishes rules for reporting and displaying other comprehensive income (loss) ("OCI") and its components.

During the nine months ended September 30, 2025, we closed several imaging centers with lower utilization and recognized lease abandonment charges of approximately $ 8.3 million in our Imaging Center segment.

Of these amounts, $ 6.5 million were related to right-of-use assets impairment and $ 1.9 million were related to the write-off of leasehold improvements for the nine months ended September 30, 2025.

COMPREHENSIVE INCOME (LOSS) - Accounting guidance establishes rules for reporting and displaying other comprehensive income (loss) ("OCI") and its components.

Our foreign currency translation adjustments and the amortization of balances associated with derivatives previously classified as cash flow hedges are included in OCI.

The components of OCI for the three and six months ended June 30, 2025 and 2024 are included in the Consolidated Statements of Comprehensive Loss .

The following is a reconciliation of Foreign Currency Translation amounts for the three and six months ended June 30, 2025 and 2024 is provided below (in thousands):

For the three months ended June 30, 2025

March 31, 2025 Balance Currency Translation Adjustments Balance June 30, 2025 Balance

The components of OCI for the three and nine months ended September 30, 2025 and 2024 are included in the Condensed Consolidated Statements of Comprehensive Income.

The following is a reconciliation of Foreign Currency Translation amounts for the three and nine months ended September 30, 2025 and 2024 is provided below (in thousands):

For the three months ended September 30, 2025

June 30, 2025 Balance Currency Translation Adjustments Balance September 30, 2025 Balance

Currency Translation Adjustments $ 7,935 $( 874 ) $ 7,061

For the six months ended June 30, 2025

December 31, 2024 Balance Currency Translation Adjustments Balance June 30, 2025 Balance

For the nine months ended September 30, 2025

December 31, 2024 Balance Currency Translation Adjustments Balance September 30, 2025 Balance

Currency Translation Adjustments $( 5,697 ) $ 12,758 $ 7,061

INTEREST ON SECURITIES - We recognized income from interest on securities of approximately $ 7.8 million and $ 8.7 million for the three months ended June 30, 2025 and 2024, respectively, and $ 15.5 million and $ 13.1 million for the six months ended June 30, 2025 and 2024.

This income is recorded within Other non-operating income in our Consolidated Statements of Operations .

INTEREST ON SECURITIES - We recognized income from interest on securities of approximately $ 8.9 million and $ 9.6 million for the three months ended September 30, 2025 and 2024, respectively, and $ 24.4 million and $ 22.7 million for the nine months ended September 30, 2025 and 2024.

This income is recorded within Other non-operating income in our Condensed Consolidated Statements of Operations .

COMMITMENTS AND CONTINGENCIES - We are party to various legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business.

16 unchanged sentences

Effective July 1, 2020, it was determined that hedge accounting no longer applied and accordingly after that date all changes in the fair value of the swaps is recognized in earnings.

The amount included in accumulated other comprehensive income as of that date was approximately $ 24.4 million, net of taxes which was amortized to interest expense through October 2023 at approximately $ 0.4 million per month and then at approximately $ 0.3 million per month through October 2025.

A tabular presentation of the effect of derivative instruments on our consolidated statement of comprehensive loss of the 2019 Swaps is as follows (amounts in thousands):

For the three months ended June 30, 2025

Account March 31, 2025 Balance Amount of comprehensive loss recognized on derivative net of taxes Amount of loss reclassified out of accumulated OCI into income (prior period effective portion), net of taxes* June 30, 2025 Balance Location

The amount included in accumulated other comprehensive income as of that date was approximately $ 24.4 million, net of taxes.

A tabular presentation of the effect of derivative instruments on our condensed consolidated statement of comprehensive income of the 2019 Swaps is as follows (amounts in thousands):

For the three months ended September 30, 2025

Account June 30, 2025 Balance Amount of comprehensive loss recognized on derivative net of taxes Amount of loss reclassified out of accumulated OCI into income (prior period effective portion), net of taxes* September 30, 2025 Balance Location

Accumulated Other Comprehensive Loss, net of taxes $( 217 ) $ — $ 217 $ — Equity

*Net of taxes of $ 0.3 million for the three months ended June 30, 2025.

For the six months ended June 30, 2025

Account December 31, 2024 Balance Amount of comprehensive loss recognized on derivative net of taxes Amount of loss reclassified out of accumulated OCI into income (prior period effective portion), net of taxes* June 30, 2025 Balance Location

*Net of taxes of $ 0 for the three months ended September 30, 2025.

For the nine months ended September 30, 2025

Accumulated Other Comprehensive Loss, net of taxes $( 2,273 ) $ — $ 2,273 $ — Equity

*Net of taxes of $ 0.7 million for the six months ended June 30, 2025.

A tabular presentation of the effect of derivative instruments on our statement of operations of the 2019 Swaps is as follows (amounts in thousands):

For the three months ended June 30, 2025

*Net of taxes of $ 0.7 million for the nine months ended September 30, 2025.

A tabular presentation of the effect of the 2019 Swaps on our statement of operations is as follows (amounts in thousands):

For the three months ended September 30, 2025

Ineffective interest rate swap Amount recognized (current period ineffective portion) Location recognized in profit and loss (current period ineffective portion) Amount reclassified from accumulated OCI (prior period effective portion) Location reclassified from accumulated OCI into profit and loss (prior period effective portion)

Interest rate contracts $ 2,371 Other income (expense) $ 217 Interest Expense

For the six months ended June 30, 2025

For the nine months ended September 30, 2025

Interest rate contracts $ 6,433 Other income (expense) $ 2,273 Interest Expense

See Fair Value Measurements below for the fair value of the 2019 Swaps at June 30, 2025.

See Fair Value Measurements below for the fair value of the 2019 Swaps at September 30, 2025.

CONTINGENT CONSIDERATION -

10 unchanged sentences

Each contingent amount is payable 50 % in cash and 50 % in RadNet common shares.

The fair value of the contingent consideration will be assessed quarterly based on the probability of milestone achievement, which has been currently determined by management to be 97.5 %, 70 % and 40 % for the First, Second and Third Milestone, respectively.

As of September 30, 2025, the fair value of the contingent consideration will be assessed quarterly based on the probability of milestone achievement, which as of the acquisition date was determined by management to be 97.5 %, 70 % and 40 % for the First, Second and Third Milestone, respectively.

As of September 30, 2025, those percentages remain unchanged.

Kolb Radiology P.C.

On July 1, 2025, we completed the acquisition of substantially all the assets of Kolb Radiology P.C., a New York-based diagnostic imaging practice.

As part of the purchase agreement, we agreed to pay up to $ 8.0 million in contingent consideration (“Earnout Consideration”) payable based on the financial performance of the acquired business over three consecutive twelve-month periods following the closing date.

The fair value of the contingent consideration was estimated at $ 4.5 million at the acquisition date using a Monte Carlo simulation under a risk-neutral framework that modeled projected MRI revenues and discounted expected payments at term-matched U.S.

Treasury rates plus RadNet’s credit spread.

Key assumptions included a 2.5 % revenue risk premium, 15 % revenue volatility, 50 % operational leverage ratio, and 2.3 % credit spread.

A tabular roll forward of contingent consideration is as follows (amounts in thousands):

For the three months ended June 30, 2025

Entity Account March 31, 2025 Balance Additions Settlement of contingent consideration Change in valuation of contingent consideration June 30, 2025 Balance

For the three months ended September 30, 2025

Entity Account June 30, 2025 Balance Additions Settlement of contingent consideration Change in valuation of contingent consideration September 30, 2025 Balance

See-Mode Technologies Pte.

2 unchanged sentences

Other non-current liabilities $ 6,652 $ — $ — $ — $ 6,652

Kolb Radiology P.C.

Accrued expenses — $ 3,100 $ — $ — $ 3,100

Kolb Radiology P.C.

Other non-current liabilities — $ 1,400 $ — $ — $ 1,400

For the nine months ended September 30, 2025

Entity Account January 1, 2025 Balance Additions Settlement of contingent consideration Change in valuation of contingent consideration September 30, 2025 Balance

See-Mode Technologies Pte.

Accrued expenses — $ 2,114 $ — $ — $ 2,114

See-Mode Technologies Pte.

Other non-current liabilities — $ 6,652 $ — $ — $ 6,652

Kolb Radiology P.C.

Accrued expenses — $ 3,100 $ — $ — $ 3,100

Kolb Radiology P.C.

Other non-current liabilities — $ 1,400 $ — $ — $ 1,400

FAIR VALUE MEASUREMENTS – Assets and liabilities subject to fair value measurements are required to be disclosed within a fair value hierarchy.

8 unchanged sentences

The tables below summarize the estimated fair values of certain of our financial assets that are subject to fair value measurements, and the classification of these assets on our condensed consolidated balance sheets, as follows (in thousands):

As of June 30, 2025

As of September 30, 2025

Level 1 Level 2 Level 3 Total

9 unchanged sentences

Contingent Consideration:

The table below summarizes the estimated fair values of contingent consideration relating to our See-Mode Technologies acquisition on June 2, 2025 that are subject to fair value measurements and the classification of these liabilities on our condensed consolidated balance sheets, as follows (in thousands):

As of June 30, 2025

The table below summarizes the estimated fair values of contingent consideration relating to our acquisition that are subject to fair value measurements and the classification of these liabilities on our condensed consolidated balance sheets, as follows (in thousands):

As of September 30, 2025

Level 1 Level 2 Level 3 Total

2 unchanged sentences

$ — $ — $ 8,766 $ 8,766

Kolb Radiology P.C.

$ — $ — $ 4,500 $ 4,500

Long Term Debt:

The table below summarizes the estimated fair value compared to the face value of our long-term debt as follows (in thousands):

As of June 30, 2025

As of September 30, 2025

Level 1 Level 2 Level 3 Total Fair Value Total Face Value

7 unchanged sentences

EARNINGS PER SHARE - Earnings per share is based upon the weighted average number of shares of common stock and common stock equivalents outstanding, net of common stock held in treasury, as follows (in thousands except share and per share data):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

20 unchanged sentences

INVESTMENTS IN EQUITY SECURITIES–Accounting guidance requires entities to measure equity investments at fair value, with any changes in fair value recognized in net income.

If there is no readily determinable fair value, the guidance allows entities the ability to measure investments at cost, adjusted for observable price changes and impairments, with changes recognized in net income.

As of June 30, 2025, we have three equity investments with an aggregate carrying value of $ 8.3 million.

No other observable price changes or impairments in our investments were identified as of June 30, 2025.

If there is no readily determinable fair value, the guidance

allows entities the ability to measure investments at cost, adjusted for observable price changes and impairments, with changes recognized in net income.

As of September 30, 2025, we have four equity investments with an aggregate carrying value of $ 9.3 million.

No other observable price changes or impairments in our investments were identified as of September 30, 2025.

INVESTMENT IN JOINT VENTURES – We have 12 unconsolidated joint ventures with ownership interests ranging from 35 % to 55 %.

3 unchanged sentences

We evaluate our investment in joint ventures, including cost in excess of book value (equity method goodwill) for impairment whenever indicators of impairment exist.

No indicators of impairment existed as of June 30, 2025.

No indicators of impairment existed as of September 30, 2025.

Joint venture investment and financial information

The following table is a summary of our investment in joint ventures during the six months ended June 30, 2025 (in thousands):

The following table is a summary of our investment in joint ventures during the nine months ended September 30, 2025 (in thousands):

Balance as of December 31, 2024 $ 104,057

2 unchanged sentences

Equity contributions in existing joint ventures 20,480

Balance as of June 30, 2025 $ 125,804

We charged management service fees from the centers underlying these joint ventures of approximately $ 6.5 million and $ 6.1 million for the three months ended June 30, 2025 and 2024 and $ 12.6 million and $ 12.0 million for the six months ended June 30, 2025 and 2024, respectively.

Balance as of September 30, 2025 $ 129,127

We charged management service fees from the centers underlying these joint ventures of approximately $ 6.5 million and $ 5.9 million for the three months ended September 30, 2025 and 2024 and $ 19.1 million and $ 17.8 million for the nine months ended September 30, 2025 and 2024, respectively.

These joint ventures are considered related parties.

Amounts transacted between ourselves and the entities are in the ordinary course of business and are disclosed on our balance sheet in the due from/to affiliate accounts.

The following table is a summary of key balance sheet data for these joint ventures as of June 30, 2025 and December 31, 2024 and income statement data for the six months ended June 30, 2025 and 2024 (in thousands):

Amounts transacted between us and the entities are in the ordinary course of business and are disclosed on our balance sheet in the due from/to affiliate accounts.

The following table is a summary of key balance sheet data for these joint ventures as of September 30, 2025 and December 31, 2024 and income statement data for the nine months ended September 30, 2025 and 2024 (in thousands):

Balance Sheet Data:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Current assets $ 73,433 $ 61,158

3 unchanged sentences

Total net assets $ 222,023 $ 170,485

Income statement data for the six months ended June 30,

Income statement data for the nine months ended September 30,

Net revenue $ 211,003 $ 195,905

5 unchanged sentences

The note is expected to mature on December 1, 2026.

As of June 30, 2025, we recorded $ 11.3 million of the current portion of the notes in Due from Affiliates and $ 5.7 million of the non-current portion in Deposits and Other on our Condensed Consolidated Balance Sheet.

As of September 30, 2025, we recorded $ 11.3 million of the current portion of the notes in Due from Affiliates and $ 2.8 million of the non-current portion in Deposits and Other on our Condensed Consolidated Balance Sheet.

NOTE 3 – RECENT ACCOUNTING AND REPORTING STANDARDS

6 unchanged sentences

The interim disclosure requirements became effective for us beginning January 1, 2025, and have been reflected in our current period reporting.

In December 2023, the FASB issued Accounting Standards Updates (ASUs) 2023-09 ("ASU 2023-09"), Income Tax (Topic 740) Improvements to Income Tax Disclosures primarily related to the rate reconciliation and income taxes paid information.

The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2024, and is applicable to the Company in fiscal 2025.

In December 2023, the FASB issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which enhances the rate reconciliation and income taxes paid disclosures.

The amendments are effective for annual periods beginning after December 15, 2024.

The ASU will be applicable to the Company’s annual reporting for the year ending December 31, 2025.

Early adoption is permitted.

We will adopt this ASU prospectively for the period ending December 31, 2025, and it will impact only our disclosures with no impacts to our financial condition and results of operations.

The Company expects to adopt this ASU prospectively, and the adoption will affect only disclosures, with no impact on financial condition or results of operations.

In November 2024, the FASB issued Accounting Standards Update (ASU) 2024-03 (“ASU 2024-03”), Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, to enhance the transparency of certain expense disclosures.

4 unchanged sentences

We are currently evaluating the impact of this ASU on our consolidated financial statements.

In July 2025, the FASB issued Accounting Standards Update (ASU) 2025-05 (“ASU 2025-05”), Income Taxes (Topic 740):

Targeted Improvements to Income Tax Disclosures, to enhance the transparency and decision usefulness of income tax disclosures.

The amendments require disaggregated information about the effective tax rate reconciliation to be presented in both percentages and dollar amounts for specific categories, such as state and local income taxes, foreign tax effects, tax credits, and valuation allowances.

The Update also requires additional disclosures of income taxes paid, disaggregated by federal, state, and foreign jurisdictions.

The amendments are effective for annual periods beginning after December 15, 2025, with early adoption permitted.

The amendments should be applied on a prospective basis, though retrospective application is allowed.

We are currently evaluating the impact of this ASU on our consolidated financial statements.

In September 2025, the FASB issued Accounting Standards Update (ASU) 2025-06 (“ASU 2025-06”), Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software, to modernize the accounting for software development costs and enhance the operability of the guidance for different development methods.

The amendments remove the prescriptive “project-stage” model and require capitalization of software costs once management has authorized and committed to funding a project and it is probable that the software will be completed and used as intended.

The Update also introduces the concept of “significant development uncertainty,” requires application of the property, plant and equipment disclosure requirements to capitalized internal-use software costs, and incorporates website development guidance into Subtopic 350-40.

The amendments are effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods.

Early adoption is permitted.

We are currently evaluating the impact of this ASU on our consolidated financial statements.

NOTE 4 – BUSINESS COMBINATIONS AND RELATED ACTIVITY

Imaging Center Segment

During the six months ended June 30, 2025, we completed the acquisition of certain assets of the following entities, which either engage directly in the practice of radiology or associated businesses.

The primary reason for these acquisitions was to strengthen our presence in the California and Texas markets.

These acquisitions are reported as part of our Imaging Center segment.

As of June 30, 2025, we made a preliminary fair value determination of the acquired assets and assumed liabilities and the following were recorded (in thousands).

During the nine months ended September 30, 2025, we completed the acquisition of certain assets of the following entities, which either engage directly in the practice of radiology or associated businesses.

The primary reason for these acquisitions was to strengthen our presence in the California, Texas and New York markets.

These acquisitions are reported as

part of our Imaging Center segment.

As of September 30, 2025, we made a preliminary fair value determination of the acquired assets and assumed liabilities and the following were recorded (in thousands).

The valuation of assets acquired and liabilities assumed has not yet been finalized and remains subject to change, primarily related to the completeness of accrued liabilities, the accuracy of fixed asset valuations, and other customary purchase accounting adjustments.

7 unchanged sentences

HALO Centers LLC (Indian Wells) 5/1/2025 $ 7,850 1,714 2,439 6,072 50 15 ( 2,439 )

Kolb Radiology P.C.

7/1/2025 $ 26,659 4,799 5,355 22,396 79 155 ( 6,125 )

Schonholz and Drossman, LLP 9/1/2025 $ 30,101 2,921 5,566 26,790 295 95 ( 5,566 )

Total 73,148 11,514 17,197 61,306 824 272 ( 17,967 )

9 unchanged sentences

In performing the purchase price allocation, we considered, among other factors, the intended future use of the acquired assets, the historical financial performance, and estimates of the future performance of the See-Mode business.

As of June 30, 2025, the valuation of assets acquired and liabilities assumed is preliminary and subject to change, primarily with respect to the valuation of contingent consideration and intangible assets, the completeness of accrued liabilities, the accuracy of fixed asset valuations, and other customary purchase accounting adjustments.

As of September 30, 2025, the valuation of assets acquired and liabilities assumed is preliminary and subject to change, primarily with respect to the valuation of contingent consideration and intangible assets, the completeness of accrued liabilities, the accuracy of fixed asset valuations, and other customary purchase accounting adjustments.

The fair value determination will be updated as additional information becomes available during the measurement period.

On July 17, 2025, we completed the acquisition of all of the outstanding equity interests of iCAD, Inc.

(“iCAD”), a global leader in AI-powered breast health solutions.

The acquisition integrates iCAD’s commercial, technology, and regulatory capabilities with those of DeepHealth, our wholly owned subsidiary within the Digital Health segment.

The transaction strengthens DeepHealth’s position as an industry leader in AI-enabled breast cancer image interpretation and workflow optimization and expands its global market reach.

The transaction was accounted for as the acquisition of a business and was completed through an all-stock exchange, with total purchase consideration of approximately $ 110.7 million based on the fair value of RadNet common stock issued to iCAD shareholders and the fair value of RadNet replacement awards issued in exchange for outstanding iCAD equity awards.

We preliminarily allocated the purchase price to the assets acquired and liabilities assumed based on their estimated fair values, which resulted in the recognition of goodwill of approximately $ 27.2 million, primarily reflecting expected synergies from integrating iCAD’s technology portfolio, established customer relationships, and assembled workforce.

In addition, we recorded identifiable intangible assets related to backlog, developed technology, customer relationships, and trade name totaling approximately $ 38.3 million;

deferred tax asset, net of $ 30.2 million, Cash, deposits and others of $ 13.9 million;

and property and equipment of $ 1.1 million.

In connection with the iCAD acquisition, the Company identified and measured the fair values of acquired intangible assets, including backlog, trade names, developed technology, in-process research and development (“IPR&D”), and customer relationships.

The valuations were performed using the income approach, consistent with market participant assumptions.

The income approach incorporated assumptions such as projected revenues, estimated customer attrition, royalty rates, and discount rates reflecting market participant expectations.

IPR&D projects were determined to have no material fair value as of the acquisition date.

The identified intangible assets were assigned estimated useful lives as follows:

backlog — approximately 4 years;

trade names — approximately 1 year;

developed technology — approximately 7 years;

and customer relationships — approximately 15 years.

In performing the purchase price allocation, we considered, among other factors, the intended future use of the acquired assets, the historical financial performance, and the expected future contributions of the iCAD business.

As of September 30, 2025, the valuation of assets acquired and liabilities assumed is preliminary and subject to change, primarily with respect to the valuation of intangible assets, deferred taxes, and other customary purchase accounting adjustments.

The fair value determination will be updated as additional information becomes available during the measurement period.

Formation of majority owned subsidiary and sale of economic interest

12 unchanged sentences

Our Digital Health segment develops and deploys clinical applications to enhance interpretation of medical images and improve patient outcomes with an emphasis on brain, breast, prostate, and pulmonary diagnostics.

Included in the segment is our eRad subsidiary, which designs the underlying critical scheduling, data storage and retrieval systems necessary for imaging center operation.

Included in the segment is

our eRad subsidiary, which designs the underlying critical scheduling, data storage and retrieval systems necessary for imaging center operation.

In the normal course of business, our Imaging Center and Digital Health segments enter into transactions with each other.

1 unchanged sentence

The following tables reflect certain financial data for each reportable segment:

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Imaging Center Digital health Total

17 unchanged sentences

*Other segment items include operating expenses, inclusive of cost of operations and lease abandonment charges.

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Imaging Center Digital health Total

17 unchanged sentences

*Other segment items include operating expenses, inclusive of cost of operations and lease abandonment charges.

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Imaging Center Digital health Total

15 unchanged sentences

Other income 24,520

Loss before income taxes $ ( 9,281 )

Income before income taxes $ 10,993

*Other segment items include operating expenses, inclusive of cost of operations and lease abandonment charges.

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Imaging Center Digital health Total

18 unchanged sentences

NOTE 6 – CREDIT FACILITIES AND NOTES PAYABLE

At June 30, 2025 we had two principal secured credit facilities consisting of our Barclays Revolving Credit Facility (as defined below) and our Truist Revolving Credit Facility (as defined below).

At September 30, 2025 we had two principal secured credit facilities consisting of our Barclays Revolving Credit Facility (as defined below) and our Truist Revolving Credit Facility (as defined below).

Each facility includes a term loan component and a revolving credit facility.

At June 30, 2025, we were in compliance with all covenants under our credit facilities.

At September 30, 2025, we were in compliance with all covenants under our credit facilities.

Barclays Credit Facility

7 unchanged sentences

1 to the Barclays Credit Agreement (the “First Amendment”) with the Barclays Bank Plc and the lenders and financial institutions named therein.

Pursuant to the First Amendment, the interest rates on the term loans and revolving credit facility provided under the Restated Credit Agreement have been reduced by 0.25 %.

Total costs incurred in connection with the first amendment amounted to approximately $ 2.4

million segregated as follows:

Pursuant to the First Amendment, the interest rates on the term loans and revolving credit facility provided under the Restated Credit Agreement

have been reduced by 0.25 %.

Total costs incurred in connection with the first amendment amounted to approximately $ 2.4 million segregated as follows:

$ 0.6 million recognized as discount, $ 1.8 million charged to loss on early extinguishment of debt and $ 0.1 million to related expenses.

20 unchanged sentences

The Barclays Revolving Credit Facility is a $ 282.0 million senior secured revolving credit facility.

Associated with the Barclays Revolving Credit Facility is deferred financing costs, net of accumulated amortization, of $ 1.6 million at June 30, 2025.

Associated with the Barclays Revolving Credit Facility is deferred financing costs, net of accumulated amortization, of $ 1.5 million at September 30, 2025.

After we entered the first amendment on November 26, 2024, amounts borrowed under the Barclays Revolving Credit Facility bear interest at either SOFR plus 2.75 % or the Prime Rate plus 1.8 % (with step-downs based on attainment of certain first lien net leverage ratio benchmarks).

As of June 30, 2025, the effective interest rate payable on revolving loans under the Barclays Revolving Credit Facility was 9.25 %.

As of September 30, 2025, the effective interest rate payable on revolving loans under the Barclays Revolving Credit Facility was 9.00 %.

In addition, a commitment fee of 0.50 % per annum accrues on the unused revolver commitments under the Barclays Revolving Credit Facility.

We had no outstanding balance under our $ 282.0 million Barclays Revolving Credit Facility at June 30, 2025 and December 31, 2024.

After reserves of $ 7.4 million for certain letters of credit, $ 274.6 million was available to draw upon as of June 30, 2025.

We had no outstanding balance under our $ 282.0 million Barclays Revolving Credit Facility at September 30, 2025 and December 31, 2024.

After reserves of $ 7.0 million for certain letters of credit, $ 275.0 million was available to draw upon as of September 30, 2025.

The Barclays Revolving Credit Facility terminates on April 18, 2029, unless otherwise accelerated under the terms of the Barclays Credit Agreement.

5 unchanged sentences

The Truist Term Loan currently bears interest at SOFR or a Base Rate plus an applicable margin and fees which step down based on a leverage ratio.

At June 30, 2025 the applicable margin for SOFR was 1.5 %.

At September 30, 2025 the applicable margin for SOFR was 1.5 %.

We are required to make quarterly principal payments of $ 2.8 million, which increases by $ 0.9 million at scheduled intervals, with the remaining balance to be paid at maturity.

2 unchanged sentences

The Truist Revolving Credit Facility is a $ 50.0 million secured revolving credit facility.

Associated with the Truist Revolving Credit Facility are deferred financing costs, net of accumulated amortization, of $ 0.3 million at June 30, 2025.

Associated with the Truist Revolving Credit Facility are deferred financing costs, net of accumulated amortization, of $ 0.3 million at September 30, 2025.

Amounts borrowed under the Truist Revolving Credit Facility bear interest at either SOFR or a Base Rate plus an applicable margin and fees which step down based on a leverage ratio.

In addition, a commitment fee of 0.30 % per annum accrues on the unused revolver commitments under the Truist Revolving Credit Facility.

We had no balance outstanding under our $ 50.0 million Truist Revolving Credit Facility at June 30, 2025 and December 31, 2024.

With no letters of credit reserved against the facility, the full $ 50.0 million was available to draw upon as of June 30, 2025.

We had no balance outstanding under our $ 50.0 million Truist Revolving Credit Facility at September 30, 2025 and December 31, 2024.

With no letters of credit reserved against the facility, the full $ 50.0 million was available to draw upon as of September 30, 2025.

The Truist Revolving Credit Facility terminates on October 7, 2027, unless otherwise accelerated under the terms of the Truist Credit Agreement.

2 unchanged sentences

Debt Obligations

As of June 30, 2025 and December 31, 2024 our term loan debt and other obligations are as follows (in thousands):

As of September 30, 2025 and December 31, 2024 our term loan debt and other obligations are as follows (in thousands):

September 30,

2025 December 31,

17 unchanged sentences

Stock options generally vest over 3 to 5 years and expire 5 to 10 years from the date of grant.

The following summarizes all of our option transactions for the six months ended June 30, 2025:

The following summarizes all of our option transactions for the nine months ended September 30, 2025:

Outstanding Options

7 unchanged sentences

Exercised ( 62,796 ) 8.87

Balance, June 30, 2025 778,621 17.86 5.14 $ 30,408

Exercisable at June 30, 2025 778,621 17.86 5.14 $ 30,408

Aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between our closing stock price on June 30, 2025 and the exercise price, multiplied by the number of in-the-money options as applicable) that would have been received by the holder had all holders exercised their options on June 30, 2025.

Balance, September 30, 2025 778,121 17.86 4.89 $ 45,401

Exercisable at September 30, 2025 778,121 17.86 4.89 $ 45,401

Aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between our closing stock price on September 30, 2025 and the exercise price, multiplied by the number of in-the-money options as applicable) that would have been received by the holder had all holders exercised their options on September 30, 2025.

DeepHealth Options

During the second quarter of fiscal 2020, in connection with the completion of the DeepHealth acquisition, we granted options to acquire 412,434 shares at a grant date fair value of $ 16.93 per share unit to DeepHealth employees in replacement of their stock options that were outstanding as of the closing date.

As of June 30, 2025, there were 65,208 stock options outstanding under the DeepHealth Plan, all of which were exercisable.

As of September 30, 2025, there were 65,208 stock options outstanding under the DeepHealth Plan, all of which were exercisable.

These options had a weighted average remaining contractual life of 4.0 years and an aggregate intrinsic value of approximately $ 5.0 million.

Options issued in replacement of original DeepHealth options as a result of our acquisition are not included in the share count under the Restated Plan.

During the third quarter of fiscal 2025, in connection with the completion of the iCAD acquisition, we granted options to acquire 163,838 shares to iCAD employees in replacement of their stock options that were outstanding as of the closing date.

The following summarizes all of our iCAD option transactions from the date of acquisition (July 17, 2025) through September 30, 2025:

Outstanding Options

Under the 2006 Plan Shares Weighted Average

Exercise price

Per Common Share Weighted Average

Contractual Life

(in years) Aggregate

(in thousands)

Balance, July 17, 2025 — $ —

Granted 163,838 30.96

Exercised ( 55,866 ) 30.44

Canceled, forfeited or expired ( 721 ) 41.28

Balance, September 30, 2025 107,251 31.17 6.89 $ 4,831

Exercisable at September 30, 2025 90,737 32.15 6.62 $ 3,998

Restricted Stock Awards ("RSAs") and Restricted Stock Units ("RSUs")

The Restated Plan permits the award of RSAs and RSUs.

The following summarizes all unvested RSA's and RSU's activities during the six months ended June 30, 2025:

The following summarizes all unvested RSA's and RSU's activities during the nine months ended September 30, 2025:

RSAs and RSUs Weighted-Average

5 unchanged sentences

Forfeited or Canceled ( 19,824 ) $ 46.61

RSAs and RSUs unvested at June 30, 2025 937,756 1.85 $ 58.16

RSAs and RSUs unvested at September 30, 2025 939,519 1.74 $ 58.37

We determine the fair value of all RSAs and RSUs based on the closing price of our common stock on the award date.

2 unchanged sentences

The PSUs will vest in five equal parts, on each anniversary of the grant date based on continuous service, with the number of shares earned ( 0 % to 100 % of the target award) depending on the level of achievement against a predefined performance condition, which must be evaluated by management no later than the seventh anniversary of the grant date.

As of June 30, 2025, based on the performance to date, all 35,522 shares are expected to vest.

As of September 30, 2025, based on the performance to date, all 35,522 shares are expected to vest.

In January 2023, we granted certain employees PSUs with a target award of 60,685 shares of our common stock with a fair value of $ 18.64 .

6 unchanged sentences

Shares available

Of the 20,100,000 shares of common stock reserved for issuance under the Restated Plan, at June 30, 2025, there remain approximately 2,248,710 shares available under the Restated Plan for future issuance.

Of the 20,100,000 shares of common stock reserved for issuance under the Restated Plan, at September 30, 2025, there remain approximately 2,196,122 shares available under the Restated Plan for future issuance.

NOTE 8 – SUBSEQUENT EVENTS

Kolb Radiology P.C.,

On July 1, 2025, we acquired Kolb Radiology P.C., for purchase consideration of approximately $ 22.0 million.

Kolb Radiology P.C., consists of five imaging centers located in New York.

The purchase price is subject to increase by any earnout consideration, up to an additional $ 8.0 million.

On July 17, 2025, we acquired iCAD, Inc ("iCAD"), a provider of AI-powered breast health solutions.

As a result of the merger, iCAD became a wholly-owned subsidiary of RadNet.

Each outstanding share of iCAD common stock was converted into 0.0677 shares of our common stock.

In connection with the transaction, we issued approximately 1.8 million shares of our common stock.

In addition, we assumed certain outstanding iCAD stock options under its 2012 and 2016 Stock Incentive Plans.

These options were converted into options to purchase RadNet common stock, with terms adjusted in accordance with the exchange ratio.

No new awards will be granted under the iCAD plans, but they will remain in effect solely to govern the assumed awards.

Remote Diagnostic Imaging Partners, LLC

On October 1, 2025, we acquired substantially all of the assets of Remote Diagnostic Imaging Partners, LLC for total purchase consideration of approximately $ 4.5 million, payable in shares of RadNet, Inc.

common stock.

The acquired business provides technology and operational support services related to radiology imaging.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements