What changed in this filing

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Item 1A. Risk Factors

2026-03-02 compared with 2025-03-03 · 41 added, 37 removed, 429 unchanged (15% of the section changed)

11 unchanged sentences

Continued turbulence in domestic and international markets and economies may adversely affect our liquidity and financial condition.

Patients may transition work, leaving insurance programs, or defer non-emergency procedures, which could reduce overall demand for our services.

Patients may transition work, leave insurance programs, or defer non-emergency procedures, which could reduce overall demand for our services.

A decline in global economic conditions could also have a significant impact on the financial condition and operations of our third-party payors, contracting radiology groups, equipment manufacturers and other suppliers.

3 unchanged sentences

During periods of high unemployment, governmental entities often experience budget deficits as a result of increased costs and lower than expected tax collections.

These budget deficits at the federal, state and local levels have decreased, and may continue to decrease, spending for health and human service programs, including Medicare and Medicaid, which are significant payor sources for our facilities.

These budget deficits at the federal, state and local levels have decreased, and may continue to decrease, spending on health and human service programs, including Medicare and Medicaid, which are significant payor sources for our facilities.

In periods of high unemployment, we have faced and could continue to face, the risk of potential declines in the population covered under private insurance, patient decisions to postpone or decide against receiving services, potential increases in the uninsured and underinsured populations we serve, and further difficulties in collecting patient co-payment and deductible receivables.

19 unchanged sentences

In 2024, California mandated minimum wage increases for certain industries, including ours.

As a result, we will experience increased compensation costs for certain of our employees and vendors beginning in 2025.

As a result, we experienced increased compensation costs for certain of our employees and vendors beginning in 2025.

As minimum wage rates increase, related laws and regulations change, and/or inflationary or other pressures increase wage rates, we and our partners may need to increase not only the wage rates of minimum wage employees, but also the wages paid to other hourly or salaried employees.

If other states

adopt similar minimum wage increases, the effect on our cost of operations would be compounded.

If other states adopt similar minimum wage increases, the effect on our cost of operations would be compounded.

In addition, we expect that inflationary pressures will continue to impact our salaries, wages, benefits and other costs.

20 unchanged sentences

From time to time those programs implement changes designed to contain healthcare costs, some of which have resulted in decreased reimbursement rates for diagnostic imaging services that impact our business.

On November 1, 2024, CMS released the calendar year 2025 Medicare Physician Fee Schedule final rule, which governs Medicare payment for Radnet's services in CY 2025.

On October 30, 2025, CMS released the calendar year 2026 Medicare Physician Fee Schedule final rule, which governs Medicare payment for Radnet's services in CY 2026.

Medicare payment and coverage policies in the final rule could result in reimbursement reductions or reduced volume of diagnostic imaging services at our imaging centers.

2 unchanged sentences

The expansion of health maintenance organizations, preferred provider organizations and other managed care organizations within the geographic areas covered by our network could have a negative impact on the utilization and pricing of our services because these organizations will exert greater control over patients’ access to diagnostic imaging services, the selections of the provider of such services and reimbursement rates for those services.

Relatedly, reimbursement rate cuts may be pursued as a cost-saving measure by third party payors resulting from the implementation of

the federal No Surprises Act (H.R.

Relatedly, reimbursement rate cuts may be pursued as a cost-saving measure by third-party payors resulting from the implementation of the federal No Surprises Act (H.R.

133) and similar insurer-provider payment dispute laws, which also may negatively impact our revenue.

3 unchanged sentences

Any reduction in the rate that we can charge for our imaging services under these programs will reduce our net revenues and our operating margins per procedure under those reimbursement programs.

Unless we can secure additional procedure volumes, increase utilization of our equipment, or change the overall mix of service procedures that we provide, a decline in reimbursement rates will reduce our net revenues and results of operations.

Unless we can secure additional

procedure volumes, increase utilization of our equipment, or change the overall mix of service procedures that we provide, a decline in reimbursement rates will reduce our net revenues and results of operations.

If we fail to manage the complex and lengthy reimbursement process, our revenue, financial condition and results of operations could suffer.

6 unchanged sentences

We compete for patients principally on the basis of our reputation, our ability to provide multiple modalities at many of our centers, the location of our centers and the quality of our diagnostic imaging services.

Our competitors include independent imaging operators, such as Akumin, Inc., and smaller regional operators, as well as hospitals, clinics and radiology groups that operate their own imaging equipment.

Our competitors include independent imaging operators, private equity-backed chains, and smaller regional operators, as well as hospitals, clinics and radiology groups that operate their own imaging equipment.

Some of our competitors may have, now or in the future, access to greater financial resources than we do and may have access to newer, more advanced equipment.

If we are unable to successfully compete, our business and financial condition would be adversely affected.

If we are unable to successfully compete, our business and financial condition could be adversely affected.

Technological change in our industry could reduce the demand for our services and require us to incur significant costs to upgrade our equipment.

12 unchanged sentences

The fluctuations in our operating results may render period-to-period comparisons less meaningful, and investors should not rely on the results of any one period as an indicator of future performance.

These fluctuations in our

operating results could cause our performance in any particular period to fall below the expectations of securities analysts or investors or guidance we have provided to the public, which could negatively affect the price of our common stock.

These fluctuations in our operating results could cause our performance in any particular period to fall below the expectations of securities analysts or investors or guidance we have provided to the public, which could negatively affect the price of our common stock.

If our contracted radiology practices terminate their agreements with us, our business could substantially diminish.

1 unchanged sentence

The radiology groups are party to substantially all of the managed care contracts from which we derive revenue.

Under the terms of our management agreements, the radiology groups are required use their best efforts to provide medical services at our centers as well as any new centers that we open or acquire in their areas of operation.

Under the terms of our management agreements, the radiology groups are required to use their best efforts to provide medical services at our centers as well as any new centers that we open or acquire in their areas of operation.

Although our management agreements are for multiple years, the radiology groups have the right to terminate the agreements if we default on our obligations and fail to cure the default.

Also, the various radiology groups’ ability to continue performing under the management agreements may be curtailed or eliminated due to the radiology groups’ own financial difficulties, loss of physicians or other circumstances.

Also, the various radiology groups’ ability to continue performing under the

management agreements may be curtailed or eliminated due to the radiology groups’ own financial difficulties, loss of physicians or other circumstances.

If any of our contracted radiology groups cannot perform their obligations to us, we would need to contract with one or more other radiology groups to provide the professional medical services.

18 unchanged sentences

As a result, our contracting radiological practices have experienced increased salary and professional services expenses.

Increased expenses for the contracting radiological practices, including the Group, impacts our financial results because the management fee we receive from them, which is based on a percentage of their collections, is adjusted annually to take into account their expenses.

Increased expenses for the contracting radiological practices, including the Group, impact our financial results because the management fee we receive from them, which is based on a percentage of their collections, is adjusted annually to take into account their expenses.

Neither we, nor our contracted radiology practices, maintain insurance on the lives of any affiliated physicians.

55 unchanged sentences

However, while management is not aware of a cybersecurity incident through third-party service providers that has had a material effect on our operations, there can be no assurances that a cybersecurity incident through third-party service providers that could have a material impact on us will not occur in the future.

Any such interruption in access, improper access, disclosure, modification, or other loss of information could result in legal claims or proceedings, liability or penalties under laws and regulations that protect the privacy of personal information, such as HIPAA, European data privacy regulations, such as the General Data Protection Regulation, or GDPR, US state privacy regulations, such as the California Consumer Privacy Act, or newly emerging US state health information privacy laws, such as those in Washington, Oregon, and Texas.

state privacy regulations, such as the California Consumer Privacy Act, or newly emerging U.S.

state health information privacy laws, such as those in Washington, Oregon, and Texas.

We may be required to comply with state breach notification laws or become subject to mandatory corrective action.

25 unchanged sentences

We may not generate the expected benefits from our investment in AI technologies or other new lines of business and the use of AI and machine learning tools in our operations and the services of our third-parties may introduce risks that could adversely affect our business, financial condition, and reputation.

We believe that technology advancements including AI will significantly impact diagnostic imaging services in the future.

We believe that technological advancements including AI will significantly impact diagnostic imaging services in the future.

As part of our growth strategy we have acquired or invested in a number of AI companies and technologies, including DeepHealth, Inc., NuLogix Health, Inc., WhiteRabbit.ai, Aidence Holding B.V.

16 unchanged sentences

The failure to successfully manage these risks in the development and implementation of new lines of business could have a material, adverse effect on our business, financial condition, and results of operations.

Additionally, we and our third parties leverage AI and machine learning tools to increase productivity and innovation.

Additionally, we leverage AI and machine learning tools to increase productivity and innovation.

We also face potential risks from the use of AI and machine learning tools.

Our, or our customers’ sensitive, proprietary, or confidential information could be leaked, disclosed, or revealed as a result of or in connection with employees’ or vendors’ use of generative AI technologies.

In addition, we may use AI outputs to inform certain decisions, and AI models may create incomplete, inaccurate, or otherwise flawed outputs, some of which may appear correct.

In addition, we may use AI outputs to inform certain decisions, and AI models may create incomplete,

inaccurate, or otherwise flawed outputs, some of which may appear correct.

Due to the potential flaws in the use of AI, we could make incorrect decisions, including decisions that could bias certain individuals or classes of individuals and adversely impact their rights.

23 unchanged sentences

Similarly, changes in private payor reimbursement policies could have a material adverse effect on our business, financial condition and result of operations.

We cannot predict with certainty the impact that any particular federal and state

healthcare legislation or regulation will have on us, but such changes could impose new and/or more stringent regulatory requirements on our activities or result in reduced payment rates, any of which could adversely affect our business, financial condition, and results of operations.

We cannot predict with certainty the impact that any particular federal and state healthcare legislation or regulation will have on us, but such changes could impose new and/or more stringent regulatory requirements on our activities or result in reduced payment rates, any of which could adversely affect our business, financial condition, and results of operations.

While we believe that we have structured our agreements and operations in material compliance with applicable healthcare laws and regulations, there can be no assurance that regulators will agree with our approach or that we will be able to successfully address changes in the current legislative and regulatory environment.

21 unchanged sentences

• federal and state environmental and health and safety laws.

If our operations are found to be in violation of any of the laws and regulations to which we or the radiology practices with which we contract are subject, we may be subject to penalties, including civil and criminal penalties, damages, fines and the curtailment of our operations.

Any penalties, damages, fines or curtailment of our operations, individually or in the aggregate, could adversely affect our ability to operate our business and our financial results.

The risks of our being found in violation of these laws and regulations is increased by the fact that many of them have not been fully interpreted by the regulatory authorities or the courts, and their provisions are open to a variety of interpretations.

The risks of our being found in violation of these laws and regulations are increased by the fact that many of them have not been fully interpreted by the regulatory authorities or the courts, and their provisions are open to a variety of interpretations.

Any action brought against us for violation of these laws or regulations, even if we successfully defend against it, could cause us to incur significant legal expenses and divert our management’s attention from the operation of our business.

30 unchanged sentences

Our centers are subject to periodic inspection by governmental and other authorities to assure continued compliance with the various standards necessary for licensure and certification.

If any facility loses its certification under the Medicare

program, then the facility will be ineligible to receive reimbursement from the Medicare and Medicaid programs.

If any facility loses its certification under the Medicare program, then the facility will be ineligible to receive reimbursement from the Medicare and Medicaid programs.

For the year ended December 31, 2025, approximately 25% and 3% of our net service fee revenue came from Medicare and various state Medicaid programs, respectively.

4 unchanged sentences

A component of our business has been to enter into management agreements with radiology practices.

We provide management, administrative, technical and other non-medical services to the radiology practices in exchange for a service fee typically based on a percentage of the practice’s revenue.

We provide management, administrative, technical and other non-medical services to the radiology practices in exchange for a service fee typically based on a percentage of the practice’s

We structure our relationships with the radiology practices, including the purchase of diagnostic imaging centers, in a manner that we believe keeps us from engaging in the practice of medicine or exercising control over the medical judgments or decisions of the radiology practices or their physicians, or violating the prohibitions against fee-splitting.

27 unchanged sentences

We could incur significant costs and the diversion of our management’s attention in order to comply with current or future environmental and health and safety laws and regulations.

Also, we cannot completely eliminate the risk of accidental contamination or injury from these hazardous materials.

Also, we cannot completely eliminate the risk of accidental

contamination or injury from these hazardous materials.

Although we maintain professional liability insurance coverage in amounts we believe is consistent with industry practice in the event of an accident, we could be held liable for any resulting damages, and any liability could exceed the limits of or fall outside the coverage of our professional liability insurance.

8 unchanged sentences

Thus, decreased revenue as a result of lower scan volumes, product mix, or reductions in reimbursement rates could result in lower margins, which would materially adversely affect the profitability of our business.

Our substantial debt could adversely affect our financial condition and prevent us from fulfilling our obligations under our outstanding indebtedness.

Our current substantial indebtedness and any future indebtedness we incur could adversely affect our financial condition.

We are highly leveraged.

As of December 31, 2024 term loan indebtedness, excluding related discount, was $1,005.6 million, of which the Barclays credit facility term loans were $870.6 million and the Truist credit facility term loan was $135.0 million.

Our substantial indebtedness could also:

Our debt could adversely affect our financial condition and prevent us from fulfilling our obligations under our outstanding indebtedness.

Our current indebtedness and any future indebtedness we incur could adversely affect our financial condition.

As of December 31, 2025 term loan indebtedness, excluding related discount, was $1,084.9 million, which $961.1 million was borrowed pursuant to the Barclays Revolving Credit Facility and the Barclays Term Loan and which includes $123.7 million borrowed pursuant to the Truist Revolving Credit Facility and the Truist Term Loan (as such capitalized terms are defined in the notes to our consolidated financial statements, and collectively, the "Barclays and Truist Credit Facilities") at our New Jersey Imaging joint venture.

The Company is neither a borrower or guarantor under the Truist Credit Facilities.

Our indebtedness could also:

• make it difficult for us to satisfy our payment obligations with respect to our outstanding indebtedness;

15 unchanged sentences

We have been required to recognize impairment charges in the past, and may again.

In September 2023, we determined that an In-process Research and Development ("IPR&D") indefinite-lived intangible asset related to Aidence Holding B.V.'s Ai Veye Lung Nodule and Veye Clinic would not receive FDA authorization for sale in the US without a new submission and additional expenditures for rework in the original projected timeline.

The additional expenditures, delay and reduction of US sales affected the estimated fair value of the related IPR&D intangible asset and resulted in impairment charges of $3.9 million.

without a new submission and additional expenditures for rework in the original projected timeline.

The additional expenditures, delay and reduction of U.S.

sales affected the estimated fair value of the related IPR&D intangible asset and resulted in impairment charges of $3.9 million.

A future decline in our operating results, future estimated cash flows and other assumptions could impact our estimated fair values, potentially leading to a material impairment of goodwill, other intangible assets, or other long-lived assets, which could adversely affect our financial position and results of operations.

22 unchanged sentences

In some states, the law prohibits or limits insurance coverage for the risk of punitive damages arising from professional liability and general liability claims or litigation.

Coverage for punitive damages is also excluded under some insurance policies.

Coverage for punitive damages is also excluded under some insurance

As a result, we may be liable for punitive damage awards in these states that either are not covered or are in excess of our insurance policy limits.

29 unchanged sentences

As a result, we do not anticipate declaring or paying any cash dividends or other distributions in the foreseeable future.

Further, if we were to enter into a credit facility or issue debt securities or preferred stock in the future, we may become contractually restricted from paying dividends.

Further, if we were to enter into a credit facility or issue debt securities or preferred stock in the future, we

may become contractually restricted from paying dividends.

If we do not pay dividends, our common stock may be less valuable because stockholders must rely on sales of their common stock after price appreciation, which may never occur, to realize any gains on their investment.

9 unchanged sentences

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-K

Item 1A. Risk Factors