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Item 1. Financial Statements

2025-05-12 compared with 2024-11-12 · 251 added, 381 removed, 461 unchanged (58% of the section changed)

3 unchanged sentences

(IN THOUSANDS EXCEPT SHARE DATA)

September 30,

2025 December 31,

30 unchanged sentences

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

73,976,284 and 67,956,318 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively

74,956,566 and 74,036,993 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

Additional paid-in-capital 1,016,762 988,147

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Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Service fee revenue $ 439,349 $ 397,189

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Cost of operations, excluding depreciation and amortization 453,480 387,589

Lease abandonment charges 5,388 —

Depreciation and amortization 35,483 32,368

Gain on contribution of imaging centers into joint venture — ( 16,808 ) — ( 16,808 )

Loss on sale and disposal of equipment and other 402 186

1 unchanged sentence

Total operating expenses 495,500 420,368

INCOME FROM OPERATIONS 33,911 43,251 80,096 74,363

(LOSS) INCOME FROM OPERATIONS ( 24,101 ) 11,339

OTHER INCOME AND EXPENSES

1 unchanged sentence

Equity in earnings of joint ventures ( 2,599 ) ( 4,324 )

Non-cash change in fair value of interest rate hedge 6,755 1,015 7,429 949

Debt restructuring and extinguishment expenses 147 — 8,909 —

Non-cash change in fair value of interest rate swap 2,106 ( 1,216 )

Other income ( 7,712 ) ( 2,934 )

Total other expenses 9,034 7,793

INCOME BEFORE INCOME TAXES 16,591 31,286 29,538 32,082

Provision for income taxes ( 4,335 ) ( 7,220 ) ( 4,927 ) ( 7,741 )

NET INCOME 12,256 24,066 24,611 24,341

(LOSS) INCOME BEFORE INCOME TAXES ( 33,135 ) 3,546

Benefit from income taxes 3,398 1,864

NET (LOSS) INCOME ( 29,737 ) 5,410

Net income attributable to noncontrolling interest 8,189 8,189

NET INCOME (LOSS) ATTRIBUTABLE TO RADNET, INC.

COMMON STOCKHOLDERS $ 3,209 $ 17,540 $ ( 2,552 ) $ 4,904

BASIC NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO RADNET, INC.

NET LOSS ATTRIBUTABLE TO RADNET, INC.

COMMON STOCKHOLDERS $ ( 37,926 ) $ ( 2,779 )

DILUTED NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO RADNET, INC.

BASIC AND DILUTED NET LOSS PER SHARE ATTRIBUTABLE TO RADNET, INC.

COMMON STOCKHOLDERS $ ( 0.51 ) $ ( 0.04 )

WEIGHTED AVERAGE SHARES OUTSTANDING

Basic 73,494,709 67,793,404 72,587,321 62,113,707

Diluted 75,165,435 68,809,818 72,587,321 63,221,251

Basic and Diluted 74,382,356 69,307,078

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

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(IN THOUSANDS)

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

2024 2023 2024 2023

NET INCOME $ 12,256 $ 24,066 $ 24,611 $ 24,341

Three Months Ended March 31,

NET (LOSS) INCOME $ ( 29,737 ) $ 5,410

Foreign currency translation adjustments 4,109 ( 2,198 )

Change in fair value of cash flow hedge from prior periods reclassified to earnings, net of taxes 1,033 739

COMPREHENSIVE INCOME 18,470 20,952 35,252 26,721

COMPREHENSIVE (LOSS) INCOME ( 24,595 ) 3,951

Less comprehensive income attributable to noncontrolling interests 8,189 8,189

COMPREHENSIVE INCOME ATTRIBUTABLE TO RADNET, INC.

COMPREHENSIVE LOSS ATTRIBUTABLE TO RADNET, INC.

COMMON STOCKHOLDERS $ ( 32,784 ) $ ( 4,238 )

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(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 September 30, 2024 and September 30, 2023.

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

Shares Amount

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

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

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

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

Contributions from noncontrolling interests — — 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 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

BALANCE - JUNE 30, 2023 67,669,564 $ 7 $ 703,593 $ ( 15,183 ) $ ( 95,258 ) $ 593,159 $ 167,845 $ 761,004

Issuance of common stock upon exercise of options 3,424 — 21 — — 21 — 21

Issuance of common stock under the equity compensation plan 3,447 — — — — — — —

Issuance of common stock under the DeepHealth equity compensation plan 1,871 — — — — — — —

Stock-based compensation expense — — 4,326 — — 4,326 — 4,326

Issuance of common stock, net of issuance costs — — ( 370 ) — — ( 370 ) — ( 370 )

Issuance of common stock in connection with acquisitions 169,903 — 5,123 — — 5,123 — 5,123

Contribution from noncontrolling partner — — — — — — 2,885 2,885

Sale of economic interests in majority owned subsidiary, net of taxes — — 2,217 — — 2,217 — 2,217

Change in cumulative foreign currency translation adjustment — — — ( 4,035 ) — ( 4,035 ) — ( 4,035 )

Change in fair value of cash flow hedge from prior periods reclassifed to earnings — — — 921 — 921 — 921

Other — — — — ( 1 ) ( 1 ) 1 —

Net income — — — — 17,540 17,540 6,526 24,066

BALANCE - SEPTEMBER 30, 2023 67,848,209 $ 7 $ 714,910 $ ( 18,297 ) $ ( 77,719 ) $ 618,901 $ 177,257 $ 796,158

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

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(IN THOUSANDS EXCEPT SHARE DATA)

The following table summarizes changes in the Company’s consolidated stockholders' equity, including noncontrolling interest, during the nine months ended September 30, 2024 and September 30, 2023.

The following table summarizes changes in the Company’s consolidated stockholders' equity, including noncontrolling interest, during the three months ended March 31, 2025 and March 31, 2024.

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

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Stock-based compensation expense — — 28,514 — — 28,514 — 28,514

Issuance of common stock 5,232,500 — 218,385 — — 218,385 — 218,385

Issuance of common stock in connection with acquisitions 95,019 — 4,607 — — 4,607 — 4,607

Forfeiture of restricted stock and share cancellation ( 2,656 ) — ( 20 ) — — ( 20 ) — ( 20 )

Distributions paid to noncontrolling interests — — — — — — ( 913 ) ( 913 )

Contributions from noncontrolling interests — — 11,802 — — 11,802 — 11,802

Sale of economic interests in majority owned subsidiary, net of taxes — — — — — — 16,917 16,917

Change in cumulative foreign currency translation adjustment — — — 4,109 — 4,109 — 4,109

Change in fair value of cash flow hedge from prior periods reclassified to earnings, net of taxes — — — 8,242 — 8,242 — 8,242

Change in fair value of cash flow hedge from prior periods reclassified to earnings — — — 1,033 — 1,033 — 1,033

Net (loss) income — — — — ( 37,926 ) ( 37,926 ) 8,189 ( 29,737 )

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

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

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

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Stock-based compensation expense — — 11,906 — — 11,906 — 11,906

Sale of economic interests in majority owned subsidiary, net of taxes — — 2,217 — — 2,217 — 2,217

Issuance of common stock 8,711,250 1 245,831 — — 245,832 — 245,832

Issuance of common stock, net of issuance costs 5,232,500 — 218,385 — — 218,385 — 218,385

Issuance of common stock in connection with acquisitions 95,019 — 4,607 — — 4,607 — 4,607

Distributions paid to noncontrolling interests — — — — — — ( 3,523 ) ( 3,523 )

Contributions from noncontrolling interests — — — — — — 2,885 2,885

Forfeiture of restricted stock and share cancellation ( 4,642 ) — ( 9 ) — — ( 9 ) — ( 9 )

Contribution from noncontrolling partner — — 11,601 — — 11,601 — 11,601

Sale of economic interests in majority owned subsidiary, net of taxes — — — — — — 13,517 13,517

Change in cumulative foreign currency translation adjustment — — — ( 2,198 ) — ( 2,198 ) — ( 2,198 )

Change in fair value of cash flow hedge from prior periods reclassified to earnings, net of taxes — — — 2,765 — 2,765 — 2,765

Other — — ( 2 ) — ( 1 ) ( 3 ) 1 ( 2 )

Net income — — — — 4,904 4,904 19,437 24,341

BALANCE-SEPTEMBER 30, 2023 67,848,209 $ 7 $ 714,910 $ ( 18,297 ) $ ( 77,719 ) $ 618,901 $ 177,257 $ 796,158

The accompanying notes are an in

tegral part of these financial statements.

Change in fair value of cash flow hedge from prior periods reclassifed to earnings — — — 739 — 739 — 739

Net (loss) income — — — — ( 2,779 ) ( 2,779 ) 8,189 5,410

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

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

AND SUBSIDIARIES

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(IN THOUSANDS)

Nine Months Ended September 30,

Three Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES

Net Income $ 24,611 $ 24,341

Net (loss) income $ ( 29,737 ) $ 5,410

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

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Loss on sale and disposal of equipment 402 187

Loss on extinguishment of debt 2,080 —

Gain on contribution of imaging centers into joint venture — ( 16,808 )

Lease abandonment charges 5,388 —

Amortization of cash flow hedge, net of taxes 1,033 739

Non-cash change in fair value of interest rate hedge 7,429 949

Non-cash change in fair value of interest rate swap 2,106 ( 1,216 )

Stock-based compensation 28,494 11,897

Loss on impairment 1,200 3,949

Change in fair value of contingent consideration — 1,974

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Proceeds from sale of equipment 23 2

Equity contributions in existing and purchase of interest in joint ventures ( 1,496 ) ( 5,453 )

Equity contributions in existing joint ventures ( 4,147 ) —

Net cash used in investing activities ( 56,751 ) ( 60,938 )

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Payments on term loan debt ( 5,000 ) ( 1,875 )

Proceeds from debt refinancing, net of issuing costs 863,815 —

Contribution from noncontrolling partners — 4,169

Payments on contingent consideration ( 3,614 ) ( 3,390 )

Distributions paid to noncontrolling interests ( 913 ) —

2 unchanged sentences

Proceeds from issuance of common stock upon exercise of options 121 8

Net cash provided by financing activities 400,069 231,101

Net cash (used in) provided by financing activities ( 7,510 ) 228,296

EFFECT OF EXCHANGE RATE CHANGES ON CASH 83 ( 36 )

NET INCREASE IN CASH AND CASH EQUIVALENTS 406,346 210,050

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ( 22,697 ) 184,410

CASH AND CASH EQUIVALENTS, beginning of period 740,020 342,570

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Supplemental Schedule of Non-Cash Investing and Financing Activities

We acquired equipment and certain leasehold improvements for approximately $ 43.2 million and $ 50.2 million during the nine months ended September 30, 2024 and 2023, respectively, which were not paid for as of September 30, 2024 and 2023 , respectively.

We acquired equipment and certain leasehold improvements for approximately $ 62.5 million and $ 44.1 million during the three months ended March 31, 2025 and 2024, respectively, which were not paid for as of March 31, 2025 and 2024 , respectively.

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

On April 1, 2024, we issued promissory notes in the amount of $ 6.3 million to acquire radiology equipment previously leased under operating leases, related to the acquisition of Houston Medical Imaging, LLC.

During the three months ended March 31, 2025, we acquired certain assets from entities engaged in the practice of radiology or related businesses.

These acquisitions included holdbacks and other liabilities totaling $ 1.1 million that we had not paid for as of March 31, 2025.

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

On March 31, 2024, we issued an additional 12.5 % in noncontrolling interest in our Ventura County Imaging Group, LLC joint venture in exchange for $ 5.1 million which was not paid for as of March 31, 2024.

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

On March 29, 2024, we received $ 0.6 million in fixed assets, imaging equipment, and $ 6.5 million in goodwill from our partner in Tri Valley Imaging Group, LLC.

See Note 4, Business Combinations and Related Activity.

See Note 4, Business combinations and related activity contained herein.

On March 27, 2024, we issued 95,019 shares of common stock to settle the stock contingent liabilities as part of our purchase of Heart & Lung Imaging Limited.

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On January 15, 2024, we issued promissory notes in the amount of $ 6.9 million to acquire radiology equipment previously leased under operating leases.

Table of Contents nine months ended September 30, 2024

AND SUBSIDIARIES

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

At September 30, 2024, we operated directly or indirectly through joint ventures with hospitals, 399 centers located in Arizona, California, Delaware, Florida, Maryland, New Jersey, New York and Texas.

At March 31, 2025, we operated directly or indirectly through joint ventures with hospitals, 401 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.

Our services include magnetic resonance imaging (MRI), computed tomography (CT), positron emission tomography (PET), nuclear medicine, mammography, ultrasound, diagnostic radiology (X-ray), fluoroscopy and other related procedures.

In the first quarter of 2024, we revised our reportable segments to combine our eRad business, which was included in the Imaging Center segment, with our AI segment to form a new Digital Health reportable segment.

Prior period amounts were adjusted retrospectively to reflect the change in reportable segment.

For further financial information about these segments, see Note 5, Segment Reporting.

In March 2024, we closed on a public offering of 5,232,500 shares of our common stock, including 682,500 shares sold pursuant to the exercise of an underwriter's overallotment option, at a price to the public of $ 44.00 per share.

The gross proceeds as a result of this public offering was $ 230.2 million before underwriting discounts, commissions, and costs totaling $ 11.8 million.

The consolidated financial statements include the accounts of RadNet, Inc as well as its subsidiaries in which RadNet has a controlling financial interest.

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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 $ 55.3 million and $ 51.3 million of revenue, net of management services fees to RadNet, for the three months ended September 30, 2024 and 2023, respectively and $ 55.3 million and $ 51.3 million of operating expenses for the three months ended September 30, 2024 and 2023, respectively.

RadNet recognized $ 207.4 million and $ 214.7 million of total billed net service fee revenue for the three months ended September 30, 2024, and 2023, 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 $ 162.5 million and $ 151.5 million of revenue, net of management services fees to RadNet, for the nine months ended September 30, 2024 and 2023, respectively and $ 162.5 million

and $ 151.5 million of operating expenses for the nine months ended September 30, 2024 and 2023, respectively.

RadNet recognized $ 673.3 million and $ 638.3 million of total billed net service fee revenue for the nine months ended September 30, 2024, and 2023, 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, 2024 and December 31, 2023, we have included approximately $ 118.0 million and $ 94.1 million, respectively, of accounts receivable and approximately $ 21.7 million and $ 16.7 million of accounts payable and accrued liabilities related to the Consolidated Medical Group, respectively.

The Consolidated Medical Group on a combined basis recognized $ 58.2 million and $ 52.3 million of revenue, net of management services fees to RadNet, for the three months ended March 31, 2025 and 2024, respectively.

RadNet recognized $ 238.6 million and $ 234.8 million of total billed net service fee revenue for the three months ended March 31, 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 March 31, 2025 and December 31, 2024, we have included approximately $ 117.5 million and $ 103.0 million, respectively, of accounts receivable and approximately $ 31.5 million and $ 22.7 million of accounts payable and accrued liabilities related to the Consolidated Medical Group, respectively.

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

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Through our management agreements, we make available to the medical groups the imaging centers, including all furniture, fixtures and medical equipment therein.

The medical groups are compensated for their services from the professional component of the global net service fee revenue and after deducting management service fees paid to us, we have no economic controlling interest in these medical groups.

The medical groups are compensated for their services from the professional component of the global net service fee revenue

and after deducting management service fees paid to us, we have no economic controlling interest in these medical groups.

As such, the financial results of these groups are not consolidated in our financial statements.

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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 September 30, 2024 and 2023 have been made.

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

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

Our service fee revenues are 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

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.

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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 service revenues during the three and nine months ended September 30, 2024 and 2023 are presented in the table below based on an allocation of the estimated transaction price with the patient between the primary patient classification of insurance coverage (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Our total revenues during the three months ended March 31, 2025 and 2024 are presented in the table below.

Our revenue is displayed as the estimated service fee, broken down by classification of insurance coverage type.

revenues through the provision of management services provided to joint ventures.

We also generate revenues through our

software and AI subsidiaries which are included within other revenue.

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

Commercial insurance $ 262,488 $ 240,629

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Workers' compensation/personal injury 10,459 11,794

Other patient revenue 10,607 10,443 34,524 30,191

Other payors 27,691 25,385

Management fee revenue 6,279 5,908

Heart and lung 4,696 2,441 12,553 6,377

Other 10,314 3,768 18,918 14,248

Other revenue 12,543 9,061

Revenue under capitation arrangements 32,050 34,518

Imaging Center Segment Revenue 444,775 389,783 1,305,707 1,161,381

Digital Health Segment Revenue

16,367 12,185 46,856 34,866

Total service revenue $ 471,399 $ 431,707

EQUITY BASED COMPENSATION – We have one long-term incentive plan, which has been amended and restated on April 20, 2015, March 9, 2017, April 15, 2021, April 27, 2023, and most recently following approval by our stockholders at our annual stockholders meeting on June 7, 2023 (the “Restated Plan”).

We have reserved 20,100,000 shares of common stock for issuance under the Restated Plan which can be issued in the form of incentive and/or nonstatutory stock options, restricted and/or unrestricted stock, stock units, and stock appreciation rights.

Terms and conditions of awards can be direct grants or based on achieving a performance metric.

We evaluate performance-based awards to determine if it is probable that the vesting conditions will be met.

We also consider probability of achievement of performance conditions when determining expense recognition.

For the awards where vesting is probable, equity-based compensation is recognized over the related vesting period.

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.

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.

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

In connection with our acquisition of DeepHealth Inc.

on June 1, 2020, we assumed the DeepHealth, Inc.

2017 Equity Incentive Plan, including outstanding options awards that can be exercised for our common stock.

No additional awards will be granted under the DeepHealth, Inc.

2017 Equity Incentive Plan.

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

ACCOUNTS RECEIVABLE - Substantially all of our accounts receivable are due under fee-for-service contracts from third party payors, such as insurance companies and government-sponsored healthcare programs, or directly from patients.

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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 $ 5.9 million and $ 14.3 million at September 30, 2024 and December 31, 2023, respectively.

Amounts remaining to be collected on these agreements were $ 4.1 million and $ 4.2 million at March 31, 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 $ 2.4 million and $ 1.6 million, as of September 30, 2024 and December 31, 2023, respectively.

Deferred financing costs, net of accumulated amortization, were $ 2.1 million and $ 2.3 million as of March 31, 2025 and December 31, 2024, respectively.

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

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BUSINESS COMBINATIONS - When the qualifications for business combination accounting treatment are met, it requires us to recognize, separately from goodwill, the assets acquired and the liabilities assumed at their acquisition date fair values.

Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition

date fair values of the assets acquired and the liabilities assumed.

Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed.

While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement.

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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.

GOODWILL - Goodwill at September 30, 2024 totaled $ 711.8 million.

GOODWILL - Goodwill at March 31, 2025 totaled $ 717.5 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, 2023 noting no impairment, and we have not identified any indicators of impairment through September 30, 2024.

Activity in goodwill for the nine months ended September 30, 2024 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 March 31, 2025.

Activity in goodwill for the three months ended March 31, 2025 is provided below (in thousands):

Imaging Center segment Digital Health segment

1 unchanged sentence

Goodwill from acquisitions 3,969 — 3,969

Measurement period and other adjustments — 87 87

Currency translation — 2,761 2,761

Segment reorganization ( 12,300 ) 12,300 —

Balance as of September 30, 2024 $ 626,209 $ 85,632 $ 711,841

Balance as of March 31, 2025 $ 632,506 $ 84,974 $ 717,480

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 September 30, 2024 and December 31, 2023 are as follows (in thousands):

As of September 30, 2024:

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 March 31, 2025 and December 31, 2024 are as follows (in thousands):

As of March 31, 2025:

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

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Total annual amortization $ 9,216 $ 11,880 $ 10,855 $ 10,650 $ 5,393 $ 31,742 $ 79,736

*Excluding the nine months ended September 30, 2024

*Excluding the three months ended March 31, 2025

As of December 31, 2024:

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

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

Total amortization expense was $ 3.0 million and $ 8.9 million for the three and nine months ended September 30, 2023, respectively.

Total intangible asset amortization expense was $ 3.1 million and $ 3.2 million for the three months ended March 31, 2025 and March 31, 2024, respectively.

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

Management service contracts are amortized over 25 years using the straight line method.

Management services agreements are amortized over 25 years using the straight-line method.

Developed technology is capitalized and amortized over the useful life of the software when placed into service.

In process research and development (" IPR&D") and Trade names are reviewed annually for impairment.

Trade names and IPR&D are reviewed annually for impairment.

INCOME TAXES - Income tax expense is computed using an asset and liability method and using expected annual effective tax rates.

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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 expense of $ 4.3 million, or an effective tax rate of 26.1 %, for the three months ended September 30, 2024 and $ 7.2 million, or an effective tax rate of 23.1 % for the three months ended September 30, 2023.

We recorded income tax expense of $ 4.9 million, or an effective tax rate of 16.7 %, for the nine months ended September 30, 2024 and $ 7.7 million, or an effective tax rate of 24.1 % for the nine months ended September 30, 2023.

The income tax rates for the three and nine months ended September 30, 2024 diverge from the federal statutory rate due to (i) effects of state income taxes ;

(ii) officer's compensation limitations;

(iii) partial valuation allowance on losses in foreign jurisdictions, partially offset by (iv) excess tax benefits attributable to share based compensation;

and (v) noncontrolling interests from controlled partnerships.

We recorded an income tax benefit of $ 3.4 million, or an effective tax rate of 10.3 %, for the three months ended March 31, 2025, and a benefit of $ 1.9 million, or an effective tax rate of ( 52.6 )% for the three months ended March 31, 2024.

The income tax rates for the three months ended March 31, 2025 diverge from the federal statutory rate due to (i) officer's compensation limitations;

(ii) nondeductible stock compensation expense;

(iii) partial valuation allowance on losses in foreign jurisdictions, partially offset by (iv) noncontrolling interests from controlled partnerships.

LEASES - We determine if an arrangement is a lease at inception.

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Lease expense for lease payments is recognized on a straight-line basis over the lease term.

For a contract in which we are a lessee that contains fixed payments for both lease and non-lease components, we have

elected to account for the components as a single lease component.

For a contract in which we are a lessee that contains fixed payments for both lease and non-lease components, we have elected to account for the components as a single lease component.

ROU assets are tested for impairment if circumstances suggest that the carrying amount may not be recoverable.

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 September 30, 2024.

No events have occurred such as fire, flood, or other acts which have impaired the integrity of our ROU assets as of March 31, 2025.

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

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Our equipment leases are covered by warranty and service contracts which cover repairs and provide regular maintenance to keep the equipment in functioning order.

EQUITY BASED COMPENSATION – We have one long-term incentive plan that we adopted in 2006 and which we have amended and restated at various points in time:

April 20, 2015, March 9, 2017, April 15, 2021 April 27, 2023, and most recently by our stockholders at our annual stockholders meeting on June 7, 2023 (the “Restated Plan”).

Terms and conditions of awards can be direct grants or based on achieving a performance metric.

We also consider probability of achievement of performance conditions when determining expense recognition.

For the awards where vesting is probable, equity-based compensation is recognized over the related vesting period.

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 model.

This model requires 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.

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

In connection with our acquisition of DeepHealth Inc.

on June 1, 2020, we assumed the DeepHealth, Inc.

2017 Equity Incentive Plan, including outstanding options awards that can be exercised for our common stock.

No additional awards will be granted under the DeepHealth, Inc.

2017 Equity Incentive Plan.

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

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

The components of other comprehensive income (loss) for the three and nine months ended September 30, 2024 and September 30, 2023 are included in the consolidated statements of comprehensive income.

INTEREST INCOME - We recognized interest income of approximately $ 9.6 million and $ 3.6 million for the three months ended September 30, 2024 and 2023, respectively, and $ 22.7 million and $ 6.3 million for the nine months ended September 30, 2024 and 2023, respectively.

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

We closely monitor patient levels at our imaging centers and occasionally divest or shut down centers to maximize utilization rates.

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

During the three months ended March 31, 2025, we closed several imaging centers with lower utilization and recognized lease abandonment charges of approximately $ 5.4 million in our Imaging Center segment.

Of these amounts, $ 4.8 million were related to right-of-use assets impairment and $ 0.6 million were related to the write-off of leasehold improvements for the three months ended March 31, 2025.

COMPREHENSIVE 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 months ended March 31, 2025 and 2024 are included in the Consolidated Statements of Comprehensive Loss .

INTEREST ON SECURITIES - We recognized income from interest on securities of approximately $ 7.7 million and $ 4.4 million for the three months ended March 31, 2025 and 2024, respectively.

This income is recorded within Other non-operating income in our 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.

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They matured in October 2023 for the smaller notional and will mature in October 2025 for the larger notional.

We arranged the 2019 Swaps with locked in 1 month Term SOFR rates at 1.89 % for the $ 100.0 million notional and at 1.98 % for the $ 400.0 million notional.

Under these arrangements, we arranged the 2019 Swaps with locked in 1 month Term Secured Overnight Financing Rate ("SOFR") rates at 1.89 % for the $ 100.0 million notional and at 1.98 % for the $ 400.0 million notional.

In October of 2023, the two agreements of $ 50,000,000 each matured and the remaining 2019 swaps have a total notional amount of $ 400,000,000 as of March 31, 2025.

As of the effective date, we are liable for premium payments if interest rates decline below arranged rates, but will receive interest payments if rates are above the arranged rates.

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The gain or loss on the effective portion of the hedge (i.e.

change in fair value) is reported as a component of comprehensive gain or loss in the consolidated statement of equity.

change in fair value) is reported as a component of other accumulated comprehensive loss in the consolidated statement of equity.

The remaining gain or loss, if any, is recognized currently in earnings.

The cash flows for both our $ 400.0 million notional interest rate swap contract locked in at 1.98 % due October 2025 and our $ 100.0 million notional interest rate swap contract locked in at 1.89 % did not match the cash flows for our term

loans under our Barclays Credit Facility, so we determined that they are not effective as cash flow hedges.

Accordingly, all changes in their fair value after April 1, 2020 for the $ 400.0 million notional and after July 1, 2020 for the $ 100.0 million notional are being recognized in earnings.

As of July 1, 2020, the total change in fair value relating to swaps included in other comprehensive income was approximately $ 24.4 million, net of taxes.

This amount was amortized to interest expense through October 2023 at approximately $ 0.4 million per month and continuing at approximately $ 0.3 million per month through October 2025.

The effect for the release of the taxes from other comprehensive income is based on the current tax rate.

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

For the three months ended September 30, 2024

Account June 30, 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* September 30, 2024 Balance Location

Accumulated Other Comprehensive Loss, net of taxes $( 4,369 ) $ — $ 986 $( 3,383 ) Equity

*Net of taxes of $ 0.4 million for the three months ended September 30, 2024.

For the nine months ended September 30, 2024

Account December 31, 2023 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, 2024 Balance Location

The cash flows for our $ 400.0 million and $ 100.0 million notional interest rate swap contract, both locked in at 1.98 %, did not match the cash flows for our term loans under our Barclays Credit Facility.

As a result, we determined that they are not effective as cash flow hedges.

Accordingly, all changes in their fair value for the $ 400.0 million notional and $ 100.0 million notional interest rate swaps are being recognized in earnings.

Prior to this determination, effective as of July 1, 2020,, the total change in fair value relating to swaps included in other comprehensive income was approximately $ 24.4 million, net of taxes.

This amount was amortized to interest expense through October 2023 at approximately $ 0.4 million per month and continues 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 which remain ineffective is as follows (amounts in thousands):

For the three months ended March 31, 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* March 31, 2025 Balance Location

Accumulated Other Comprehensive Loss, net of taxes $( 2,273 ) $ — $ 1,033 $( 1,240 ) Equity

*Net of taxes of $ 2.8 million for the nine months ended September 30, 2024.

*Net of taxes of $ 0.3 million for the three months ended March 31, 2025.

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

For the three months ended September 30, 2024

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 $ 6,755 Other income (expense) $ 986 Interest Expense

For the nine months ended September 30, 2024

For the three months ended March 31, 2025

Interest rate contracts $ 2,106 Other income (expense) $ 1,033 Interest Expense

See Fair Value Measurements below for the fair value of the 2019 Swaps at September 30, 2024.

CONTINGENT CONSIDERATION -

The HLH Imaging Group Limited fka Heart and Lung Imaging Limited

On November 1, 2022, we completed our acquisition of 75 % of the equity interests of Heart and Lung Imaging Limited.

The purchase included up to $ 10.2 million in contingent milestone consideration and cash holdback of $ 0.6 million to be issued 24 months after acquisition subject to adjustment for any indemnification claims, which will be adjusted to fair value in subsequent periods.

The holdback had a value of approximately $ 0.6 million as of September 30, 2024.

The contingent consideration is determined by the achievement of a specific number of physician reads.

On September 20, 2023, we settled a milestone contingent liability by issuing 56,600 shares of our common stock at an ascribed value of $ 1.6 million and cash of $ 1.8 million.

On December 12, 2023, we settled a milestone contingent liability by issuing 64,569 shares of our common stock at an ascribed value of $ 2.3 million and cash of $ 2.1 million.

On March 27, 2024, we partially settled a milestone contingent liability by issuing 95,019 shares of our common stock at an ascribed value of $ 4.6 million.

On April 1, 2024, we settled the remaining milestone contingent liability in cash of $ 3.6 million.

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

For the three months ended September 30, 2024

Entity Account June 30, 2024 Balance Settlement of contingent consideration Change in valuation of contingent consideration Currency translation September 30, 2024 Balance

Heart and Lung Accrued expenses 632 $ — $ — $ — $ 632

For the three months ended September 30, 2023

Entity Account June 30, 2023 Balance Settlement of contingent consideration Change in valuation of contingent consideration Currency translation September 30, 2023 Balance

Heart and Lung Accrued Expenses & Other Long Term Liabilities 14,358 $ ( 3,402 ) $ 915 $ ( 772 ) $ 11,099

For the nine months ended September 30, 2024

Entity Account January 1, 2024 Balance Settlement of contingent consideration Change in valuation of contingent consideration Currency translation September 30, 2024 Balance

Heart and Lung Accrued expenses 6,879 $ ( 8,221 ) $ 1,060 $ 914 $ 632

For the nine months ended September 30, 2023

Entity Account January 1, 2023 Balance Settlement of contingent consideration Change in valuation of contingent consideration Currency translation September 30, 2023 Balance

Heart and Lung Accrued Expenses & Other Long Term Liabilities 11,656 $ ( 3,402 ) $ 2,906 $ ( 61 ) $ 11,099

Gain or loss from change in valuation of contingent consideration are recorded within Cost of operations in our Consolidated Statements of Operations .

See Fair Value Measurements below for the fair value of contingent consideration at September 30, 2024.

See Fair Value Measurements below for the fair value of the 2019 Swaps at March 31, 2025.

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

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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 September 30, 2024

As of March 31, 2025

Level 1 Level 2 Level 3 Total

Long term assets

Current assets

2019 Swaps - Interest Rate Contracts $ — $ 5,006 $ — $ 5,006

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Level 1 Level 2 Level 3 Total

Current and long term assets

Current assets

2019 Swaps - Interest Rate Contracts $ — $ 7,112 $ — $ 7,112

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The forward SOFR curve is readily available in the public markets or can be derived from information available in the public markets.

Contingent Consideration:

The table below summarizes the estimated fair values of holdback relating to our Heart and Lung Imaging Limited acquisition on November 1, 2022 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, 2024

Level 1 Level 2 Level 3 Total

Accrued expenses

Heart & Lung Imaging Limited $ — $ — $ 632 $ 632

As of December 31, 2023

Level 1 Level 2 Level 3 Total

Accrued expenses

Heart & Lung Imaging Limited $ — $ — $ 6,879 $ 6,879

The estimated fair value of these liabilities was determined using Level 3 inputs.

For Heart & Lung Imaging Limited the contingent consideration is determined by the achievement of a specific number of physician reads.

The fair value is measured based upon the probability adjusted amount expected to be paid.

As significant inputs for the contingent consideration of Heart & Lung Imaging Limited are not observable and cannot be corroborated by observable market data they are classified as Level 3.

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 September 30, 2024

As of March 31, 2025

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

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We consider the carrying amounts of cash and cash equivalents, receivables, other current assets, current liabilities and other notes payables to approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization or payment.

Additionally, we consider the carrying amount of our other notes payable to approximate their fair value because the weighted average interest rate used to formulate the carrying amounts approximates current market rates.

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 September 30, Nine Months Ended September 30,

2024 2023 2024 2023

NET INCOME (LOSS) ATTRIBUTABLE TO RADNET, INC.

COMMON STOCKHOLDERS $ 3,209 $ 17,540 $ ( 2,552 ) $ 4,904

BASIC NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO RADNET, INC.

Three Months Ended March 31,

NET LOSS ATTRIBUTABLE TO RADNET, INC.

COMMON STOCKHOLDERS $ ( 37,926 ) $ ( 2,779 )

Weighted average number of common shares outstanding during the period 73,494,709 67,793,404 72,587,321 62,113,707

Basic net income (loss) per share attributable to RadNet, Inc.'s common stockholders

$ 0.04 $ 0.26 $ ( 0.04 ) $ 0.08

DILUTED NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO RADNET, INC.

BASIC AND DILUTED NET LOSS PER SHARE ATTRIBUTABLE TO RADNET, INC.

COMMON STOCKHOLDERS

Weighted average number of common shares outstanding during the period 74,382,356 69,307,078

Add non-vested restricted stock subject only to service vesting 233,235 217,238 — 202,082

Add additional shares issuable upon exercise of stock options and contingently issuable shares 1,437,491 799,176 — 905,462

Weighted average number of common shares used in calculating diluted net income per share 75,165,435 68,809,818 72,587,321 63,221,251

Diluted net income (loss) income per share attributable to RadNet, Inc.'s common stockholders

Basic and diluted net loss per share attributable to RadNet, Inc.'s common stockholders

$ ( 0.51 ) $ ( 0.04 )

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Shares issuable upon the exercise of stock options 894,169 863,792

Shares issuable subject to satisfaction of certain contingencies — — — 193,207

Weighted average shares for which the exercise price exceeds average market price of common stock — — — 94,346

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 September 30, 2024, we have four equity investments with an aggregate carrying value of $ 8.0 million.

During the three months ended September 30, 2024, we recognized a $ 1.2 million impairment loss on our investment in Israel-based Medic Vision.

This was driven by the escalating geopolitical tensions in Israel, which adversely affected market conditions, along with a bona fide offer we received for a similar investment.

The offer, which was below the carrying value of our investment, provided a reliable indication of the current fair value of our Medic Vision investment.

As a result, we

determined that the carrying amount of the investment exceeded its fair value, and the impairment loss has been recorded within "Other income " in our Condensed Consolidated Statements of Operations.

No other observable price changes or impairments in our investments were identified as of September 30, 2024.

As of March 31, 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 March 31, 2025.

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

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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 September 30, 2024.

No indicators of impairment existed as of March 31, 2025.

Joint venture investment and financial information

The following table is a summary of our investment in joint ventures during the nine months ended September 30, 2024 (in thousands):

The following table is a summary of our investment in joint ventures during the three months ended March 31, 2025 (in thousands):

Balance as of December 31, 2024 $ 104,057

Equity in earnings in these joint ventures 2,599

Distribution of earnings ( 1,000 )

Equity contributions in existing joint ventures 4,147

Balance as of September 30, 2024 $ 104,514

We charged management service fees from the centers underlying these joint ventures of approximately $ 5.9 million and $ 3.9 million for the three months ended September 30, 2024 and 2023 and $ 17.8 million and $ 12.2 million for the nine months ended September 30, 2024 and 2023, respectively.

Balance as of March 31, 2025 $ 110,803

We charged management service fees from the centers underlying these joint ventures of approximately $ 6.1 million and $ 5.9 million for the three months ended March 31, 2025 and 2024.

We eliminate any unrealized portion of our management service fees with our equity in earnings of joint ventures.

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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 September 30, 2024 and December 31, 2023 and income statement data for the nine months ended September 30, 2024 and 2023 (in thousands):

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

Balance Sheet Data:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Current assets $ 66,970 $ 61,158

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Total net assets $ 184,598 $ 170,485

Income statement data for the nine months ended September 30,

Income statement data for the three months ended March 31,

Net revenue $ 66,274 $ 61,208

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The guidance requires entities to provide enhanced disclosures about significant segment expenses.

For entities that have adopted the amendments in ASU 2023-07, the updated

guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and is applicable to the Company in fiscal 2025.

For entities that have adopted the amendments in ASU 2023-07, the updated guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and is applicable to the Company in fiscal 2024.

Early adoption is permitted.

This ASU will likely result in us including the additional required disclosures when adopted.

We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2024.

We adopted this ASU for the year ended December 31, 2024, and applied the amendments retrospectively to all prior periods presented in our consolidated financial statements.

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.

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 impact to our financial condition and 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.

The amendments in this Update require disclosure of specific expense categories in the notes to the financial statements for both interim and annual reporting periods.

The Update also requires disaggregated information about certain prescribed expense categories underlying any relevant income statement expense caption.

The amendments in this Update are effective for public entities for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027.

Early adoption is permitted, and the amendments may be adopted either prospectively or retrospectively.

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 nine months ended September 30, 2024, we completed the acquisition of certain assets of the following entities, which either engage directly in the practice of radiology or associated businesses.

During the three months ended March 31, 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 market.

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

As of September 30, 2024, 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 as of September 30, 2024;

As of March 31, 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 as of March 31, 2025;

and the fair value determination is preliminary and may be subject to change:

Entity Date Acquired Total Consideration Property & Equipment Right of Use Assets Goodwill Intangible Assets Other Assets Right of Use Liabilities Notes payable

Stanislaus Surgical Hospital, LLC 9/16/2024 3,000 504 1,468 2,382 100 15 ( 1,468 ) —

Global Imaging LLP 9/1/2024 $ 2,900 1,266 — 1,584 50 — — —

Imaging, Inc.

6/1/2024 4,200 4,025 5,597 — 175 — ( 5,597 ) —

Houston Medical Imaging, LLC 4/1/2024 22,703 15,826 7,929 11,584 1,660 90 ( 8,089 ) ( 6,297 )

Grossman Imaging Center of CMH, LLC 3/31/2024 10,344 1,717 6,304 8,501 280 56 ( 6,514 ) —

Providence Health System - Southern California 3/31/2024 $ 7,369 1,378 3,441 5,991 — — ( 3,441 ) —

Antelope Valley Outpatient Imaging 2/1/2024 $ 3,530 2,794 563 687 50 — ( 563 ) —

Entity Date Acquired Total Consideration Property & Equipment Right of Use Assets Goodwill Intangible Assets Other Assets Right of Use Liabilities

HALO Centers LLC 1/2/2025 4,201 587 3,238 3,563 50 — ( 3,238 )

Hillcroft Medical Clinic 3/7/2025 $ 735 278 — 406 50 — —

Total 4,936 865 3,238 3,969 100 — ( 3,238 )

During the three months ended September 30, 2024, the Company revised the fair value of certain assets acquired and liabilities assumed of Houston Medical Imaging, LLC’s, Grossman Imaging Center of CMH, LLC, and Providence Health System - Southern California, resulting in an increase of $ 4.4 million in the net fair value of these assets and liabilities and a corresponding decrease in goodwill.

These adjustments did not have an impact on the Company’s condensed consolidated statement of operations for the nine months ended September 30, 2024.

Formation of majority owned subsidiary and sale of economic interest

On February 23, 2024, we formed Tri Valley Imaging Group, LLC ("TVIG"), a partnership with Providence Health System - Southern California ("PHS").

The operation offers multi-modality services out of seven locations in Southern

On March 29, 2024, we contributed the operations of four centers to the enterprise and PHS contributed a business comprising three centers including $ 1.4 million of fixed assets and $ 6.0 million in goodwill.

Simultaneously, PHS purchased from us an additional economic interest in TVIG for cash payment of $ 9.6 million.

As a result of the transaction, we recognized a gain of $ 7.9 million to additional paid in capital and retained a 52 % controlling economic interest in TVIG and PHS retains a $ 7.8 million or 48 % noncontrolling economic interest in TVIG.

In determining the fair value of the imaging centers contributed to TVIG, we used an income approach which is considered a level 3 valuation technique.

See Fair Value Measurements above for further detail on the valuation hierarchy.

Key assumptions used in measuring the fair value are financial forecasts and a discount rate.

We also utilized the cash paid for an additional interest in the joint venture to substantiate the fair value of the contributed assets.

NOTE 5 – SEGMENT REPORTING

Prior period amounts were adjusted retrospectively to reflect the change in reportable segment.

Accordingly, our reportable segments currently include our Imaging Center segment and our Digital Health segment.

Our chief operating decision maker ("CODM"), who is also our CEO, evaluates the financial performance of our segments based upon their respective revenue and segmented internal profit and loss statements prepared on a basis not consistent with GAAP.

The CODM considers actual to budget and current year actual to prior year actual for revenue and other profit and loss measures on a monthly basis for evaluating performance of each segment and making decisions about allocating capital and other resources to each segment.

We do not report balance sheet information by segment since it is not reviewed by our CODM to evaluate segment performance or to make resource allocation decisions.

Our Imaging Center segment provides physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders.

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

We do not report balance sheet information by segment since it is not reviewed by our CODM.

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

While intersegment transactions are treated like third-party transactions to determine segment performance, the revenues recognized by a segment and expenses incurred by the counterparty are eliminated in consolidation and do not affect consolidated results.

Three Months Ended September 30, 2024

Imaging Center Digital Health

Intersegment Elimination Consolidated Total

Third Party $ 452,368 $ 8,774 $ — $ 461,142

Intersegment — 7,593 ( 7,593 ) —

Total revenue $ 452,368 $ 16,367 $ ( 7,593 ) $ 461,142

Three months ended September 30, 2023

Imaging Center Digital Health Intersegment Elimination Consolidated Total

Third Party $ 395,613 $ 6,355 $ — $ 401,968

Intersegment — 5,830 ( 5,830 ) —

Total revenue $ 395,613 $ 12,185 $ ( 5,830 ) $ 401,968

Nine Months Ended September 30, 2024

Imaging Center Digital Health

Intersegment Elimination Consolidated Total

Third Party $ 1,325,825 $ 26,738 $ — $ 1,352,563

Intersegment — 20,118 ( 20,118 ) —

Total revenue $ 1,325,825 1325825000 $ 46,856 $ ( 20,118 ) $ 1,352,563

Nine Months Ended September 30, 2023

Imaging Center Digital Health Intersegment Elimination Consolidated Total

Third Party $ 1,178,873 $ 17,374 $ — $ 1,196,247

Intersegment — 17,492 ( 17,492 ) —

Total revenue $ 1,178,873 1178873 $ 34,866 $ ( 17,492 ) $ 1,196,247

The table below presents segment information reconciled to our financial results, with segment operating income or loss including revenue less cost of operations, depreciation and amortization, and other operating expenses to the extent specifically identified by segment (in thousands):

Three months ended September 30, Nine Months Ended September 30,

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

Three Months Ended March 31, 2025

Imaging Center Digital health Total

Revenues from external customers $ 461,378 $ 10,021 $ 471,399

Intersegment revenues — 9,200 9,200

$ 461,378 $ 19,221 $ 480,599

Imaging Center 444,775 389,783 $ 1,305,707 $ 1,161,381

Digital Health 16,367 12,185 46,856 34,866

Total revenue $ 461,142 401,968 $ 1,352,563 $ 1,196,247

Cost of Operations

Imaging Center $ 374,789 $ 334,580 $ 1,120,542 $ 1,008,814

Digital Health 17,011 7,055 48,571 29,833

Total cost of operations $ 391,800 $ 341,635 $ 1,169,113 $ 1,038,647

Reconciliation of revenue

Elimination of intersegment revenues ( 9,200 )

Total consolidated revenues $ 471,399

Other segment items* $ 436,531 $ 22,338 $ 458,868

Segment profit (loss) 15,648 ( 3,117 ) 12,531

Reconciliation of segment profit

Depreciation and amortization $ ( 35,483 )

Imaging Center $ 32,032 $ 30,221 $ 94,095 $ 89,743

Digital Health 2,947 1,989 7,727 5,962

Total depreciation and amortization $ 34,979 $ 32,210 $ 101,822 $ 95,705

Gain on contribution of imaging centers into joint venture:

Imaging Center $ — $ ( 16,808 ) $ — $ ( 16,808 )

Digital Health — — — —

Total (gain) loss on contribution of imaging centers into joint venture $ — $ ( 16,808 ) $ — $ ( 16,808 )

Loss (gain) on Disposal of Equipment:

Imaging Center $ 153 $ 524 $ 739 $ 1,185

Digital Health ( 5 ) 3 ( 4 ) ( 2 )

Total loss on disposal of equipment $ 148 $ 527 $ 735 $ 1,183

Imaging Center $ 271 $ 1,141 $ 720 $ 1,417

Digital Health 33 12 77 1,740

Total severance $ 304 $ 1,153 $ 797 $ 3,157

Income (Loss) from Operations

Imaging Center $ 37,530 $ 40,125 $ 89,611 $ 77,030

Digital Health ( 3,619 ) 3,126 ( 9,515 ) ( 2,667 )

Total income from operations $ 33,911 $ 43,251 $ 80,096 $ 74,363

Loss on sale and disposal of equipment and other ( 402 )

Severance costs ( 747 )

Interest expense ( 17,239 )

Equity in earnings of joint ventures 2,599

Non-cash change in fair value of interest rate swaps ( 2,106 )

Other income 7,712

Loss before income taxes $ ( 33,135 )

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

Three Months Ended March 31, 2024

Imaging Center Digital health Total

Revenues from external customers $ 423,209 $ 8,498 $ 431,707

Intersegment revenues — 6,163 6,163

423,209 14,661 437,870

Reconciliation of revenue

Elimination of intersegment revenues ( 6,163 )

Total consolidated revenues $ 431,707

Other segment items* $ 372,323 $ 15,266 $ 387,589

Segment profit (loss) 44,723 ( 605 ) 44,118

Reconciliation of segment profit

Depreciation and amortization ( 32,368 )

Loss on sale and disposal of equipment and other ( 186 )

Severance costs ( 225 )

Interest expense ( 16,267 )

Equity in earnings of joint ventures 4,324

Non-cash change in fair value of interest rate swaps 1,216

Other income 2,934

Income before income taxes $ 3,546

*Other segment items include cost of operations.

NOTE 6 – CREDIT FACILITIES AND NOTES PAYABLE

At September 30, 2024 we had two principal secured credit facilities consisting of our Barclays credit facility and our Truist credit facility.

At March 31, 2025 we had two principal secured credit facilities consisting of our Barclays credit facility and our Truist credit facility.

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

At September 30, 2024, we were in compliance with all covenants under our credit facilities.

At March 31, 2025, we were in compliance with all covenants under our credit facilities.

Barclays Credit Facility

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Amounts capitalized will be amortized over the remaining terms of the respective credit facilities under the Barclays Credit Agreement.

On November 26, 2024, we entered into Amendment No.

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:

$ 0.6 million recognized as discount, $ 1.8 million charged to loss on early extinguishment of debt

and $ 0.1 million to related expenses.

Amounts capitalized will be amortized over the remaining terms of the respective credit facilities under the Barclays Credit Agreement.

Barclays Term Loan:

2 unchanged sentences

Period Base Rate plus Margin Effective Rate

Through March 31, 2023 Eurodollar plus 2.50 %

Alternative Base Rate plus 2.00 %

April 1, 2023 to April 18, 2024 SOFR plus 3.00 %

Before April 18, 2024 SOFR plus 3.00 %

Alternative Base Rate plus 2.00 %

8.33 % (credit spread adjustment of 0.11 %)

After April 18, 2024 SOFR plus 2.5 %

After April 18, 2024 to November 26, 2024 SOFR plus 2.5 %

Prime Rate plus 1.5 %

7.78 % (credit spread adjustment of 0.00 % )

After November 26, 2024 SOFR plus 2.25 %

Prime Rate plus 1.25 %

6.6 % (credit spread adjustment of 0.00 % )

With the recent restatement, we are required to make quarterly principal payments of $ 2.2 million (up from $ 1.8 million under the prior credit agreement).

2 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 $ 2.0 million at September 30, 2024.

Amounts borrowed under the Barclays Revolving Credit Facility bear interest at either SOFR plus 3.00 % or the Prime Rate plus 2 % (with step-downs based on attainment of certain first lien net leverage ratio benchmarks).

As of September 30, 2024, the effective interest rate payable on revolving loans under the Barclays Revolving Credit Facility was 10.50 %.

Associated with the Barclays Revolving Credit Facility is deferred financing costs, net of accumulated amortization, of $ 1.8 million at March 31, 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 March 31, 2025, the effective interest rate payable on revolving loans under the Barclays Revolving Credit Facility was 9.25 %.

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 September 30, 2024.

After reserves of $ 8.3 million for certain letters of credit, $ 273.7 million was available to draw upon as of September 30, 2024.

We had no outstanding balance under our $ 282.0 million Barclays Revolving Credit Facility at March 31, 2025.

After reserves of $ 7.6 million for certain letters of credit, $ 274.4 million was available to draw upon as of March 31, 2025.

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

4 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 September 30, 2024 the applicable margin for SOFR was 1.5 %.

At March 31, 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 $ 0.4 million at September 30, 2024.

Associated with the Truist Revolving Credit Facility are deferred financing costs, net of accumulated amortization, of $ 0.3 million at March 31, 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 under our $ 50.0 million Truist Revolving Credit Facility at September 30, 2024.

With no letters of credit reserved against the facility, the full $ 50.0 million was available to draw upon as of September 30, 2024.

We had no balance outstanding under our $ 50.0 million Truist Revolving Credit Facility at March 31, 2025.

With no letters of credit reserved against the facility, the full $ 50.0 million was available to draw upon as of March 31, 2025.

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

Notes Payable

Equipment Notes Payable

We have issued certain notes payable in connection with the purchase of equipment previously leased under operating leases.

On April 1, 2024, January 15, 2024, and February 1, 2023 we issued promissory notes in the amount of $ 6.3 million, $ 6.9 million and $ 19.8 million, respectively, to purchase previously leased equipment.

Debt Obligations

As of September 30, 2024 and December 31, 2023 our term loan debt and other obligations are as follows (in thousands):

September 30,

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

2025 December 31,

11 unchanged sentences

We have one long-term equity incentive plan, the RadNet, Inc.

Equity Incentive Plan, which has been amended and restated on April 20, 2015, March 9, 2017, April 15, 2021, April 27, 2023, and most recently following approved by our stockholders at our annual stockholders meeting on June 7, 2023 (the “Restated Plan”).

We have reserved for issuance under the Restated Plan 20,100,000 shares of common stock.

We can issue options (incentive and nonstatutory), performance based options, stock awards (restricted or unrestricted), stock units, performance based stock units, and stock appreciation rights under the Restated Plan.

Equity Incentive Plan, which has been amended and restated on April 20, 2015, March 9, 2017, April 15, 2021, April 27, 2023, and most recently following approval by our stockholders at our annual stockholders meeting on June 7, 2023 (the “Restated Plan”).

We have reserved for issuance under the Restated Plan 20,100,000 shares of common stock for issuance under the Restated Plan which can be issued in the form of incentive and/or nonstatutory stock options, restricted and/or unrestricted stock, stock units and stock appreciation rights.

Our stock-based compensation consists of various types of awards, each accounted for separately.

There is no overlap between Options, DeepHealth options, Restricted stock awards (RSAs) and Restricted stock units (RSUs), performance stock units (PSUs), and performance stock options (PSOs).

Certain options granted under the Restated Plan to employees are intended to qualify as incentive stock options under existing tax regulations.

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 nine months ended September 30, 2024:

The following summarizes all of our option transactions for the three months ended March 31, 2025:

Outstanding Options

7 unchanged sentences

Exercised ( 11,956 ) 10.11

Balance, September 30, 2024 851,105 17.34 5.69 $ 44,301

Exercisable at September 30, 2024 729,806 16.62 5.31 38,515

Aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between our closing stock price on September 30, 2024 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, 2024.

As of September 30, 2024, total unrecognized stock-based compensation expense related to non-vested employee awards was $ 0.5 million, which is expected to be recognized over a weighted average period of approximately 0.39 years.

Balance, March 31, 2025 828,961 17.29 5.21 $ 26,880

Exercisable at March 31, 2025 828,961 17.29 5.21 26,880

Aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between our closing stock price on March 31, 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 March 31, 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 September 30, 2024, total unrecognized stock based compensation expense related to non-vested DeepHealth options was insignificant.

As of March 31, 2025, total unrecognized stock based compensation expense related to non-vested DeepHealth options was insignificant.

Outstanding Options

7 unchanged sentences

Exercised ( 3,438 ) —

Balance, September 30, 2024 69,696 — 5.0 $ 4,836

Exercisable at September 30, 2024 69,696 — 5.0 4,836

Balance, March 31, 2025 65,208 — 4.5 $ 3,242

Exercisable at March 31, 2025 65,208 — 4.5 3,242

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.

1 unchanged sentence

The Restated Plan permits the award of RSAs and RSUs.

The following summarizes all unvested RSA's and RSU's activities during the nine months ended September 30, 2024:

The following summarizes all unvested RSA's and RSU's activities during the three months ended March 31, 2025:

RSAs and RSUs Weighted-Average

6 unchanged sentences

Forfeited or Canceled ( 5,473 ) $ 48.05

RSAs and RSUs unvested at September 30, 2024 670,747 1.74 $ 32.33

RSAs and RSUs unvested at March 31, 2025 910,334 2.19 $ 36.42

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

Performance based stock units ("PSUs")

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

In October 2024, we granted certain employees PSUs with a target award of 35,522 shares of our common stock.

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 upon the extent to which we achieve a performance condition determined by the management no later than the seventh anniversary of the grant date.

As of December 31, 2024, 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 .

The PSUs will vest in two equal parts, starting three years from the grant date based on continuous service, with the number of shares earned ( 0 % to 200 % of the target award) depending upon the extent to which we achieve a performance condition as determined by the board of directors over the period from January 1, 2023 through December 31, 2023.

In March of 2024, based on the performance condition being achieved, the board of directors issued 121,370 units with a fair value of $ 18.64 per unit.

In March of 2024, based on the performance condition being achieved, the board of directors issued 121,370 shares.

Performance based stock options ("PSOs")

In January 2023, we granted certain employees PSOs with a potential to option a maximum of 235,227 shares of our common stock.

In January 2023, we granted certain employees PSOs with a potential to option a maximum of 235,227 shares of our common stock with a strike price of $ 18.64 .

The PSOs will vest in three equal parts, starting three years from the grant date based on continuous service, with the number of shares earned ( 0 % to 100 % of the target award) depending upon the extent to which we achieve a performance condition as determined the board of directors over the period from January 1, 2023 through December 31, 2023.

In March 2024, based on the performance condition being achieved, the board of directors issued 235,227 options with a strike price of $ 18.64 per share.

In March 2024, based on the performance condition being achieved, the board of directors issued 235,227 options.

Shares available

Of the 20,100,000 shares of common stock reserved for issuance under the Restated Plan, at September 30, 2024, there remain approximately 3,285,500 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 March 31, 2025, there remain approximately 2,320,287 shares available under the Restated Plan for future issuance.

NOTE 8 – SUBSEQUENT EVENTS

Pink Perception LLC

On October 1, 2024, we entered into an agreement to acquire Pink Perception LLC for a purchase consideration of approximately $ 4.0 million.

Pink Perception LLC consists of two multi-modality imaging centers located in New York.

The acquisition closed in the fourth quarter of 2024.

Kheiron Medical Technologies Limited

On October 22, 2024, we acquired Kheiron Medical Technologies Limited for a purchase consideration of approximately $ 1.0 million.

Kheiron Medical Technologies Limited is a UK-based AI cancer diagnostic company focused on developing deep learning solutions to support radiologists improve breast cancer detection.

North County Radiology – Oceanside, LLC

On April 2, 2025, we acquired North County Radiology – Oceanside, LLC for purchase consideration of approximately $ 1.7 million.

North County Radiology – Oceanside, LLC consists of one imaging center located in California.

On April 15, 2025, RadNet entered into a definitive agreement to acquire iCAD, Inc.

("iCAD"), a provider of AI-powered breast health solutions.

Under the terms of the merger agreement, iCAD stockholders will receive 0.0677 shares of RadNet common stock for each share of iCAD common stock they hold at the closing of the merger.

The merger is subject to iCAD, Inc.

stockholders' approval and customary closing conditions and is expected to close in the second or third quarter of 2025.

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